Stock code 8438

AMIA CO., LTD.

2026 Annual Shareholders’ Meeting Meeting Agenda

(Summary Translation—In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Date : May 27, 2026 at 9:00 am

Location : No. 101, Minsheng Road, Dayuan District, Taoyuan City

((Dayuan Industrial Park Service Center Conference Room)

Shareholders meeting will be held by means of physical meeting

I.【Meeting Procedure】 1
II.【Meeting Agenda】 2
1. Calls Meeting to Order 2
2. Chairman's Address 2
3. Report Items 3
4. Proposal Items 5
5. Discussion Items 6
6. Election Items 6
7. Other Items 7
8. Provisional Motions 7
III.【Attachments】 8
1. 2025 Business Report of the Company 8
2. 2025 Accountant Audit Report and Consolidated Financial Statements 12
3. 2025 Accountant Audit Report and Individual Financial Statements 22
4. 2025 Audit Committee Review Report 32
5. Report on the Implementation of Corporate Governance 33
6. Directors' remuneration for 2025 35
7. Comparison Table of Amended Provisions of the "Code of Practice for Sustainable Development" 37
8. "Code of Practices for Sustainable Development" (before revision) 38
9. Surplus Distribution Statement 45
10. Comparison Table of Amended Provisions for "Procedures for Acquiring or Disposing of Assets" 46
11. "Procedures for Acquiring or Disposing of Assets" (before amendment) 52
12. List of candidates for directors (including independent directors) 71
13. Details of the application to lift the non-compete restrictions for directors 73
IV.【Appendix】 74
1. Rules of Procedure for Shareholders Meetings 74
2. Articles of Incorporation 84
3. Board of Directors Election Procedure 90
4. Shareholding of Company Directors 92

AMIA CO., LTD.
Meeting Agenda

Calls Meeting to Order
Chairman’s Address
Report Items
Proposed Items
Discussion Items
Election Items
Other Items
Provisional Motions
Meeting Adjourned

AMIA CO., LTD.
Meeting Agenda

Shareholders meeting will be held by means of physical meeting

Date : May 27, 2026 at 9:00 am

Location : No. 101, Minsheng Road, Dayuan District, Taoyuan City
(Dayuan Industrial Park Service Center Conference Room)

Chairperson Calls the Meeting to Order (and reports equity shares in attendance)
Opening Remarks by the Chairperson
Report Items
(1) To report the business of 2025
(2) Audit Committee Inspection Report
(3) The Company's "Corporate Governance Implementation Report"
(4) Report on 2025 Employees' and Directors' profit-sharing compensation
(5) The Company's 2025 Directors' Remuneration Report
(6) Amendment to the Company's "Code of Practice for Sustainable Development"
Proposed Items
(1) Approval of the 2025 business report and financial statements
(2) Approval of 2025 Earnings Distribution
Discussion Items
(1) Amendment to the Company's "Procedures for Acquiring or Disposing of Assets"
Election Items
(1) Nine directors (including four independent directors) were elected to the 13th board of directors
Other Items
(1) Case to lift the non-compete clause of the newly appointed director
Provisional Motions
Adjournment
2 -

【Report Items】

(1) To report the business of 2025

Explanation :

Please refer to Attachment 1 - 2025 Business Report of the Company.

(2) Audit Committee Inspection Report

Explanation :

The Company’s financial statements for the fiscal year ended 2025 have been audited by Deloitte & Touche Taipei, Taiwan Republic of China Accountants Tseng, Chien-Ming and Accountants Wang, Pan-Fa. The aforementioned financial statements, business reports and profit distribution proposals have been audited by the Audit Committee, and an audit report is on file.
Please refer to Attachments 2 and 3 - The 2025 CPA audit report and the above-mentioned financial statements.
Please refer to Attachment 4 - 2025 Audit Committee Inspection Report.

(3) The Company’s “Corporate Governance Implementation Report” is submitted for public review.

Explanation :

Please refer to Attachment 5 - Communication between Audit Committee members and the internal audit director and accountant.

(4) Report on 2025 Employees’ and Directors’ profit-sharing compensation

Explanation :

The Company's employee and directors' remuneration for 2025 was approved by the Board of Directors on February 24, 2026, and its distribution ratios are as follows :

Employee remuneration amounted to NT$7,130,000, accounting for 3.79% of pre-tax benefits (Note).

Directors are held accountable at NT$2,880,000, representing 1.53% of the pre-tax benefit (Note).

Note: The pre-tax benefit here refers to the pre-tax net profit of the individual statement before deducting the benefits before the distribution of employee remuneration and directors' remuneration, that is, the net profit before tax of the individual statement is NT$177,964,859 + employee remuneration and directors' remuneration NT$10,010,000 = NT$187,974,859.

The above-mentioned employee remuneration and directors' remuneration are paid in cash, and their distribution ratios are calculated to be in accordance with the provisions of the articles of association of the Company.
There is no difference between the amount of the case and the amount of expenses recognized in the 2025 financial statements.

(5) The Company's 2025 Directors' Remuneration Report

Explanation :

The remuneration of directors and the cost of business execution of the Company shall be paid through the relevant legal procedures and the provisions of the articles of association. The total amount of directors' remuneration shall be based on the pre-tax benefits of the current year after deducting the benefits before the distribution of employees' remuneration and directors' remuneration in accordance with Article 21-1 of the Articles of Association of the Company, if the remaining balance is not more than 5%.
The performance of the Company's overall board of directors, functional committees and individual board members shall be evaluated in accordance with the 'Board of Directors Performance Evaluation Measures'. The proposed remuneration of directors has been deliberated by the Remuneration Committee and submitted to the Board of Directors, and the pre-tax benefit of 1.53% is proposed for directors' remuneration, which is in line with the usual market level. Please refer to Attachment 6 for the proposed distribution of remuneration.

(6) Amendment to the Company's "Code of Practice for Sustainable Development"

Explanation :

The Company's "Code of Practice for Sustainable Development" was amended in accordance with the letter dated September 2, 2025, issued by the Taiwan Stock Exchange Corporation (Taiwan Securities Management No. 1140016118), and will be implemented after the Board of Directors' resolution on October 31, 2025.
For a comparison table of the amended provisions and the full text before the amendment, please refer to Attachments 7 and 8.
4 -

【Proposed Items】

Proposal No.1

To accept 2025 business report and financial statements (Proposed by the Board of Directors)

Explanatory Notes:

The company's 2025 consolidated financial report and individual financial report have been approved by the board of directors on February 24, 2026, and have been audited by Accountants Tseng, Chien-Ming g and Accountants Wang, Pan-Fa of Deloitte & Touche Taipei, Taiwan Republic of China.
The above financial statements and business report have been reviewed by the Audit Committee.
Please refer to Attachment 1 - The 2025 annual business report.
Please refer to Attachment 2~3 - The 2025 financial statements.

Resolution:

Proposal No.2

To accept 2025 Earnings Distribution (Proposed by the Board of Directors)

Explanatory Notes:

The company's 2025 earnings, in accordance with the provisions of the company law and the company's articles of association, prepared a profit distribution statement, and the audit committee completed the review and issued an audit report on February 24, 2026, and submitted it to the board of directors for approval.
The 2025 shareholders' cash dividend is planned to be distributed at NT$90,925,900. After the shareholders' general meeting approves, the board of directors is authorized to set another ex-dividend base date, distribution date and handle other related matters, and the number of shares held by shareholders recorded in the shareholder list on the ex-dividend base date to dispatch.
Calculated based on the number of 69,943,000 shares issued by the company entitled to participate in the distribution, each share can be allocated a cash dividend of NT$1.3 per share. Cash dividends shall be distributed up to $ (rounded down below $), and the total amount of the abnormal payment shall be included in the company's other income.
Please refer to Attachment 9 for the 2025 annual surplus distribution statement.

Resolution:

【Discussion Items】

(1) Amendment to the Company's "Procedures for Acquiring or Disposing of Assets" (Proposed by the Board of Directors)

Explanation :

In accordance with the Financial Supervisory Commission’s Order No. 1140383333 dated July 24, 2025 and the Taiwan Stock Exchange Corporation’s Letter No. 1140013876 dated July 24, 2025, the Company’s “Procedures for Acquiring or Disposing of Assets” have been amended.
For a comparison table of the amended provisions and the full text before the amendment, please refer to Attachments 10 and 11.

Referendum

【Election Items】

(1) Nine directors (including four independent directors) were elected to the 13th board of directors (Proposed by the Board of Directors)

Explanation :

The term of office of the 12th Board of Directors of the Company expires on May 23, 2026. In accordance with Article 195 of the Company Law, it is proposed to elect the 13th Board of Directors (including independent directors) at this shareholders' meeting.
In accordance with Article 14 of the Company's Articles of Association, the Board of Directors resolved that the Company shall have nine directors, including four independent directors.
In accordance with Article 192-1 of the Company Law and Articles 14 and 14-1 of the Company's Articles of Association, the election of the Company's directors adopts a candidate nomination system. Shareholders shall elect directors from the list of candidates. The Company held a Board meeting on February 24, 2026, at which the following director candidates were approved: CHEN,KUO-CHIN, CHEN,YEN-HENG, CHEN,MIN-HSIUNG, CHEN,CHIU-HUNG, and LIAO,HUI-CHUN. The list of independent director candidates is WAN,QI-CHAO, YANG,JIA-CHENG, WU,BANG-HAO, and HUANG,PEI-HUA. Please refer to Attachment 12 for their educational background, experience, and other relevant information.
Independent directors and non-independent directors shall be elected together, and the number of elected directors shall be calculated separately. The newly appointed directors will serve a three-year term, from May 27, 2026 to May 26, 2029.

Election is requested.

【Other Items】

(1) Case to lift the non-compete clause of the newly appointed director (Proposed by the Board of Directors)

Explanation :

According to Article 209 of the Company Act, "Directors, for their own sake or for the sake of others, shall explain the material contents of their conduct within the scope of the company's business to the shareholders' meeting and obtain their permission."
Given that some of the directors (including independent directors) elected at this shareholders' meeting may simultaneously serve as directors of companies with the same or similar business scope as our company, we intend to request the shareholders' meeting to lift the non-compete restrictions on these directors, provided that the company's interests are not harmed, in accordance with Article 209 of the Company Act. Please refer to Attachment 13 for details regarding the application to lift the non-compete restrictions on these directors' concurrent positions.

Referendum

【Provisional Motions】

【Meeting Adjourned】

[Attachment 1]

aMIA

AMIA CO., LTD. Annual Business Report

I. Introduction

In 2025, the booming development and application of AI technology in the economic environment will create a positive and optimistic new industrial path. However, there will still be tariff trade wars and ongoing geopolitical conflicts. Overall, the annual operating conditions will remain volatile and complex. However, AMIA will continue to effectively monitor and adjust the supply and demand of its clients. Annual revenue will steadily increase from NT$3.406 billion in 2024 to NT$3.842 billion, an increase of approximately 12.79%. Gross profit margin will slightly decrease from 14.04% in 2024 to 12.93% due to the strong exchange rate appreciation and deferral in the second quarter. Despite the ups and downs, AMIA will adhere to the principle of "responding to challenges and seizing opportunities" in the era of transformation, accept the tempering and challenges of the industry, and build up the energy and nutrients to move forward steadily, nurturing AMIA's strength and confidence for robust growth in 2026.

II. Business Plan and Operational Implementation Accomplishments

AMIA's consolidated revenue for fiscal year 2025 was NT$3,841,708 thousand an increase of NT$435,619 thousand compared to NT$3,406,089 thousand in fiscal year 2024. This year-on-year growth reflects AMIA's consistent strategy and attitude of being pragmatic, diligent, and open in the face of environmental challenges. The entire management team works together diligently, contributing their expertise, technology, and experience to ensure AMIA's continuous innovation in manufacturing processes, enhancing the competitiveness of its products in industry development. This unwavering dedication and focus lays the foundation for AMIA's sustainable operation and continuous progress.

(I) Consolidated Statement
Unit: NTD thousand

Item	2025	2024	Increase (Decrease)
	Amount	Amount	Difference	%
Operating income	3,841,708	3,406,089	435,619	12.79%
Operating gross profit	496,761	478,361	18,400	3.85%
Operating gains	231,399	197,643	33,756	17.08%
Net non-operating income (expenditure)	(14,984)	19,293	(34,277)	(177.67%)
Net profit for the year - consolidated	146,645	154,549	(7,904)	(5.11%)
Earnings per share (EPS)	2.10	2.21	(0.11)	(4.96%)

(II) Stand-alone Statement

Unit: NTD thousand

Item	2025	2024	Increase (Decrease)
	Amount	Amount	Difference	%
Operating income	2,032,157	1,796,797	235,360	13.10%
Operating gross profit	341,860	355,552	(13,692)	(3.85%)
Net operating (losses) gains	164,249	169,859	(5,610)	(3.30%)
Net non-operating income (expenditure)	13,715	20,140	(6,425)	(31.90%)
Net profit for the year	146,645	154,549	(7,904)	(5.11%)
Earnings per share (EPS)	2.10	2.21	(0.11)	(4.96%)

III. Budget Implementation Status

According to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company did not have to prepare the financial forecast.

IV. Analysis of Income, Expenditure and Profitability

Financial structure: Operations steadily grew throughout the year. Cash inflows continued to adequately regulate financial borrowings and more suitable short-term, mid-term, and long-term capital and financing structures are configured.

Solvency structure: Capital flows were sufficient and adequate throughout the year. The solvency and operating funds as a whole managed to keep the financial solvency structure sound and safe.

Profitability: Continue to effectively and significantly develop and strategically regulate internal innovative technological capabilities. Profitability has been significantly improved.

(1) Consolidated Statement

Item		2025	2024	2023	2022	2021
Financial Structure Analysis	Debts to assets ratio (%)	37.55	37.45	40.04	41.98	45.87
	Ratio of long-term capital to real estate properties, plants and equipment (%)	157.58	168.95	158.98	163.26	176.18
Solvency Structure Analysis	Current ratio (%)	140.11	169.19	168.06	182.42	125.42
	Quick ratio (%)	115.01	143.16	141.40	149.06	106.10
	Interest Protection Multiples	15.94	17.04	10.47	13.09	29.40
Profitability Analysis	Return on assets %	5.28	5.72	3.45	4.00	9.20
	Return on shareholder equity %	7.83	8.73	5.23	6.50	17.17
	Ratio of net profit before tax to paid-in capital size %	30.94	31.02	18.09	20.20	42.42
	Net profit rate %	3.82	4.54	2.92	2.68	5.25
	After-tax earnings per share (NTD)	2.10	2.21	1.28	1.46	3.56

(2) Stand-alone Statement

Item		2025	2024	2023	2022	2021
Financial Structure Analysis	Debts to assets ratio (%)	31.10	32.52	34.65	37.38	37.74
	Ratio of long-term capital to real estate properties, plants and equipment (%)	166.61	180.70	170.90	177.93	217.88
Solvency Structure Analysis	Current ratio (%)	93.02	106.79	105.80	115.90	74.72
	Quick ratio (%)	66.05	80.02	77.74	79.17	55.24
	Interest Protection Multiples	13.29	15.05	9.26	12.11	27.62
Profitability Analysis	Return on assets %	5.76	6.21	3.74	4.45	10.52
	Return on shareholder equity %	7.83	8.73	5.23	6.50	17.17
	Ratio of net profit before tax to paid-in capital size %	25.44	27.16	15.78	18.57	39.76
	Net profit rate %	7.22	8.60	5.25	5.08	10.39
	After-tax earnings per share (NTD)	2.10	2.21	1.28	1.46	3.56

V. Research and Development Status

(I) Continuous Replacement of High-Energy-Consuming and High-Carbon-Emission Process Equipment: In response to increasingly stringent environmental regulations and carbon emission fees, which put upward pressure on costs, AMIA maintains its strategy and direction of improving process equipment efficiency. This includes implementing more advanced wastewater purification technologies and equipment, continuously promoting innovation and development in new green processes and methods, staying ahead of regulations, and implementing the replacement and upgrading of new technologies and equipment to pursue higher industrial competitiveness and added value for its products.

(II) Increasing the Proportion and Quality of Recycled Raw Materials: Through the company's newly developed three-effect recycling equipment and innovative green technologies, recycled raw materials are extracted and refined to replace previously purchased raw materials. This reduces the environmental and energy consumption impact and pressure on the plant area, while also mitigating the impact of external procurement price fluctuations, improving relative industrial adaptability, and reducing sunk costs generated by the original processes.

(III) Implementing a digital management system to lay the foundation for AI management: Investing in and building a digital detection and connection system allows for real-time statistical analysis of the input information and the most reasonable output results. This reduces the bias of human judgment and significantly improves the efficiency and reliability of R&D information.

(IV) Optimizing the development of etching solutions for next-generation AI circuit boards: The advancement of AI-generation products, with their high-density, multi-layered stacking, places stricter requirements on the precision and real-time response of circuit etching. Implementing a digital system helps further improve efficiency, while enhancing R&D capabilities to respond in real-time and meet customer requirements and expectations.

VI. Overview of 2026 Business Plan

(I) Continued Promotion of AI Server Corresponding Etching Chemicals: Driven by the AI wave and the fragmentation and restructuring of the global supply chain, AMIA provides high-precision circuit etching chemicals and a service platform for the recycling and regeneration of metal resource-based waste liquids to meet customers' needs in mainstream AI industries and applications.

(II) Meeting Customers' Overseas Product Line Needs: AMIA proactively prepares and establishes a Southeast Asian supply chain system to meet the needs of overseas customers. Following the N+1 global supply chain trend, major Taiwanese companies are expanding into Vietnam, Thailand, and Malaysia through the New Southbound Policy. Regardless of the customer's country, region, or endpoint, AMIA provides a service platform and products to create win-win opportunities and development.

(III) Enhancing the Company's ESG Links with Customers for a Complete Reuse Cycle: By improving equipment and technological capabilities, AMIA increases manufacturing efficiency and reduces energy/resource usage. This aligns with the global 2050 Net Zero sustainability requirements for operations and production emissions, implementing ESG sustainability governance, protecting the environment, focusing on corporate social responsibility, and enhancing competitiveness and core value.

In 2026, amidst the continued strong trade and tariff policies of the USA, the conditions and environment for the global economy, trade, and markets are gradually easing. The ability to timely and effectively assess and adjust these conditions is crucial for gaining a competitive edge. Opportunities favor the prepared. AMIA adheres to the 5R spirit and the vision and philosophy of win-win industry management, providing high-quality, cost-effective products and services through innovative technologies. This not only meets the needs and development of the market and customers but also allows for timely adaptation to changing circumstances. Regardless of whether the industry or market environment is contracting or expanding, AMIA remains committed to a pragmatic and sustainable governance approach and business philosophy, forging ahead to achieve higher profit growth and stable industrial development goals.

11 -

【Attachment 2】

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
AMIA CO., LTD.

Opinion

We have audited the accompanying consolidated financial statements of AMIA CO., LTD. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The descriptions of the key audit matters of the consolidated financial statements for the year ended December 31, 2025 are as follows:

Revenue Recognition

AMIA CO., LTD. and its subsidiaries primarily sell s PCB chemical products and green products COPPER-SULPHATE. And sales revenue is a key indicator for management to evaluate business performance. We analyze the financial information of each customer and select customers that meet certain criteria. The risk of sales revenue for customers meeting certain criteria is higher than that of ordinary customers. The veracity of sales revenue recognition is considered a critical review; please refer to Note 4(11) to the consolidated financial statements for relevant accounting policies.

We performed the following audit procedures in respect of the above key audit matter:

We understood the key internal controls related to sales revenue recognition and tested the operating effectiveness of these controls
We perform a sample of revenues that meet specific criteria and confirm their amounts to verify the relevant certificates to assess the validity of revenue recognition.
Obtain the details of sales returns from specific customers after the period, check the relevant vouchers for sales returns and examine the rationality of the reasons for returns.

Other Matter

We have also audited the parent company only financial statements of AMIA CO., LTD. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Based on the audit evidence obtained, this auditor will conclude the appropriateness of management's adoption of the going concern accounting basis and whether there is material uncertainty regarding events or circumstances that may cast significant doubt on AMIA CO., LTD. and its subsidiaries' ability to continue as a going concern. If the auditor believes that such events or circumstances involve material uncertainty, it will draw the attention of users of the consolidated financial statements to the relevant disclosures in the consolidated financial statements in the audit report, or revise its audit opinion if such disclosures are deemed inappropriate. This auditor's conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause AMIA CO., LTD. and its subsidiaries to cease to be able to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within AMIA CO., LTD. to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
14 -

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Tseng, Chien-Ming and Wang, Pan-Fa.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 20, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

15 -

AMIA CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Code	ASSETS	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
CURRENT ASSETS
1100	Cash and cash equivalents (Notes 4 and 6)	554,451	18	490,296	17
1110	Current financial assets at fair value through profit or loss (Notes 4 and 7)	1,007	0	3,966	0
1136	Current financial assets at amortized cost (Notes 4 and 9)	62,469	2	50,492	2
1150	Notes receivable, net (Notes 4 and 10)	16,054	1	25,201	1
1170	Accounts receivable, net (Notes 4 and 10)	413,279	14	393,059	13
1200	Other receivables (Note 10)	13,221	0	20,929	1
1220	Current tax assets (Note 24)	108	0	1,385	0
130X	Current inventories (Notes 4 and 11)	194,856	6	141,264	5
1479	Other current assets, others (Note 15)	51,107	2	48,296	1
11XX	Total current assets	1,306,552	43	1,174,888	40
NON-CURRENT ASSETS
1517	Non-current financial assets at fair value through other comprehensive income (Notes 4 and 8)	0	0	2,640	0
1535	Non-current financial assets at amortized cost (Notes 4 and 9)	204,154	7	203,314	7
1600	Property, plant and equipment (Notes 4 and 13)	1,357,149	44	1,318,649	45
1755	Right-of-use assets (Notes 4 and 14)	108,139	3	131,156	5
1840	Deferred tax assets (Notes 4 and 24)	19,702	1	18,174	1
1915	Prepayments for business facilities (Note 30)	65,369	2	61,756	2
1920	Guarantee deposits paid	7,911	0	10,480	0
1975	Net non-current discretionary benefit assets (Notes 4 and 20)	2,167	0	1,280	0
15XX	Total non-current assets	1,764,591	57	1,747,449	60
1XXX	TOTAL ASSETS	3,071,143	100	2,922,337	100
Code	LIABILITIES AND EQUITY
CURRENT LIABILITIES
2100	Current borrowings (Note 16)	330,005	11	183,355	6
2130	Current contract liabilities (Note 22)	20,987	1	10,917	0
2170	Accounts payable (Note 17)	329,668	11	248,168	9
2200	Other payables (Note 18)	186,463	6	188,155	7
2230	Current tax liabilities (Note 24)	32,993	1	27,899	1
2280	Current lease liabilities (Notes 4 and 14)	21,008	1	19,904	1
2320	Long-term liabilities, current portion (Note 16)	5,482	0	10,118	0
2399	Other current liabilities, others (Note 18)	5,939	0	5,900	0
21XX	TOTAL CURRENT LIABILITIES	932,545	31	694,416	24
NON-CURRENT LIABILITIES
2540	Non-current portion of non-current borrowings (Note 16)	99,772	3	263,882	9
2550	Non-current provisions (Notes 4 and 19)	18,441	1	18,177	1
2570	Deferred tax liabilities (Notes 4 and 24)	15,722	1	10,251	0
2580	Non-current lease liabilities (Notes 4 and 14)	71,735	2	91,516	3
2640	Net defined benefit liability, non-current (Notes 4 and 20)	14,946	0	16,216	0
2645	Guarantee deposits received	10	0	10	0
25XX	TOTAL NON-CURRENT LIABILITIES	220,626	7	400,052	13
2XXX	TOTAL LIABILITIES	1,153,171	38	1,094,468	37
EQUITY (Note 21)
3110	Ordinary share	699,430	23	699,430	24
3200	Capital surplus	620,816	20	620,816	21
Retained earnings
3310	Legal reserve	126,529	4	110,415	4
3320	Special reserve	26,836	1	43,588	2
3350	Unappropriated retained earnings	470,890	15	380,456	13
3300	Total retained earnings	624,255	20	534,459	19
3490	Other equity	(26,529)	(1)	(26,836)	(1)
3XXX	TOTAL EQUITY	1,917,972	62	1,827,869	63
TOTAL LIABILITIES AND EQUITY		3,071,143	100	2,922,337	100

The accompanying notes are an integral part of the consolidated financial statements.

AMIA CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings per Share)

		2025		2024
Code		Amount	%	Amount	%
4000	Net sales revenue (Notes 4 and 22)	$3,841,708	100	$3,406,089	100
5000	Operating costs (Notes 4、11 and 23)	3,344,947	87	2,927,728	86
5900	Gross profit from operations	496,761	13	478,361	14
	Operating expenses (Notes 23 and 28)
6100	Selling expenses	107,309	3	111,684	3
6200	Administrative expenses	149,475	4	161,890	5
6300	Research and development expenses	7,020	0	6,963	0
6450	Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS9	1,558	0	181	0
6000	Total operating expenses	265,362	7	280,718	8
6900	Net operating income	231,399	6	197,643	6
	Non-operating income and expenses (Note 23)
7100	Interest income	10,027	0	13,353	0
7190	Other income	4,179	0	3,765	0
7020	Other gains and losses	(14,708)	0	15,698	0
7050	Finance costs	(14,482)	0	(13,523)	0
7000	Total non-operating income and expenses	(14,984)	0	19,293	0
7900	Profit from continuing operations before tax	216,415	6	216,936	6
7950	Tax expense (Notes 4 and 24)	(69,770)	(2)	(62,387)	(2)
8200	Profit	146,645	4	154,549	4
	Other comprehensive income
8310	Components of other comprehensive income that will not be reclassified to profit or loss

17 -

Code		2025		2024
		Amount	%	Amount	%
8311	Gains (losses) on re-measurements of defined benefit plans (Note 20)	(440)	0	6,595	0
8316	Unrealized valuation gains and losses on equity instruments measured at fair value through other comprehensive income	43,146	1	0	0
8349	Income tax related to items not reclassified	(8,629)	0	0	0
		34,077	1	6,595	0
8360	Components of other comprehensive income that will be reclassified to profit or loss		0
8361	Exchange differences on translation	384	0	20,940	1
8399	Income tax related to components of other comprehensive income that will be reclassified to profit or loss	(77)	0	(4,188)	0
		307	0	16,752	1
8300	Total other comprehensive income (net of tax) for the year	34,384	1	23,347	1
8500	Total comprehensive income	$181,029	5	$177,896	5
	Earnings per share (Note 25)
9710	Basic earnings per share	$2.10		$2.21
9810	Diluted earnings per share	$2.09		$2.20

The accompanying notes are an integral part of the consolidated financial statements.

AMIA CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Code	Ordinary share			Retained earnings			Other equity interest		Total equity
		Shares (In Thousands)	Amount	Capital Surplus	Legal Reserve	Special Reserve	Unappropriated retained earnings	Exchange differences on translation of foreign financial statements		Unrealized valuation gains and losses on financial assets measured at fair value through other comprehensive income
A1	BALANCE AT January 1, 2024	69,943	$699,430	$620,816	$101,385	$32,976	$301,903	($43,588)		$1,712,922
	Appropriation of 2023 earnings									0
B1	Legal reserve appropriated				9,030		(9,030)			0
B3	Special reserve appropriated					10,612	(10,612)			0
B5	Cash dividends of ordinary share						(62,949)			(62,949)
D1	Net profit in 2024						154,549			154,549
D3	Other comprehensive income (loss) in 2024, net of income tax						6,595	16,752		23,347
D5	Total comprehensive income (loss) in 2024	0	0	0	0	0	161,144	16,752		177,896
Z1	BALANCE AT DECEMBER 31, 2024	69,943	$699,430	$620,816	$110,415	$43,588	$380,456	($26,836)		$1,827,869
	2024 Profit Allocation and Distribution
B1	Legal reserve appropriated				16,114		(16,114)			0
B17	Special surplus reserve reversal					(16,752)	16,752			0
B5	Cash dividends to shareholders of the Company						(90,926)			(90,926)
D1	Net profit in 2025						146,645			146,645
D3	Other comprehensive income (loss) in 2025, net of income tax						(440)	307	34,517	34,384
D5	Total comprehensive income (loss) in 2025	0	0	0	0	0	146,205	307	34,517	181,029
	Disposal of equity instruments measured at fair value through other comprehensive income						34,517		(34,517)	0
Z1	BALANCE AT DECEMBER 31, 2025	69,943	$699,430	$620,816	$126,529	$26,836	$470,890	($26,529)	$0	$1,917,972

The accompanying notes are an integral part of the consolidated financial statements.

AMIA CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Code		2025	2024
Cash flows from operating activities
A10000	Profit before tax	$216,415	$216,936
A20010	Adjustments to reconcile profit (loss)
A20100	Depreciation expense	80,007	80,299
A20300	Expected credit loss (gain) / Provision
(reversal of provision) for bad debt
expense	1,558	181
A20400	Net loss (gain) on financial assets or
liabilities at fair value through profit or
loss	(125)	13
A20900	Interest expense	14,482	13,523
A21200	Interest income	(10,027)	(13,353)
A21300	Dividend income	0	(491)
A22500	Loss (gain) on disposal of property, plant
and equipment	733	169
A23800	Reversal of impairment loss on non-financial
assets	2,180	(840)
A30000	Changes in operating assets and liabilities
A31130	Decrease (increase) in notes receivable	9,147	(1,341)
A31150	Decrease (increase) in accounts receivable	(23,273)	(61,692)
A31200	Decrease (increase) in inventories	(55,779)	21,312
A31240	Adjustments for decrease (increase) in other
current assets	(2,223)	(12,027)
A32125	Increase (decrease) in contract liabilities	10,070	(41,752)
A32130	Increase (decrease) in notes payable	0	(595)
A32150	Increase (decrease) in accounts payable	81,500	38,893
A32180	Increase (decrease) in other payable	(1,444)	14,870
A32230	Adjustments for increase (decrease) in other
current liabilities	39	(317)
A32240	Increase (decrease) in net defined benefit
liability	(2,597)	(5,597)
A33000	Cash inflow (outflow) generated from operations	320,663	248,191
A33100	Interest received	17,818	8,438
A33300	Interest paid	(14,466)	(13,329)
A33500	Income taxes refund (paid)	(67,778)	(44,573)
AAAA	Net cash flows from (used in) operating
activities	256,237	198,727

20 -

Code		2025	2024
	Cash flows from (used in) investing activities
B00020	Disposal of financial assets measured at fair value through other comprehensive income	45,786	0
B00040	Acquisition of financial assets at amortized cost	(195,064)	(75,357)
B00050	Proceeds from disposal of financial assets at amortized cost	182,247	56,077
B00100	Acquisition of financial assets at fair value through profit or loss	(2,000)	(4,000)
B00200	Proceeds from disposal of financial assets at fair value through profit or loss	5,084	1,018
B02700	Acquisition of property, plant and equipment	(39,382)	(25,696)
B02800	Proceeds from disposal of property, plant and equipment	1,409	174
B03700	Increase in refundable deposits	0	(3,447)
B03800	Decrease in refundable deposits	2,569	0
B07100	Increase in prepayments for business facilities	(60,722)	(5,544)
B07600	Dividends received	0	491
BBBB	Net cash flows from (used in) investing activities	(60,073)	(56,284)
	Cash flows from (used in) financing activities
C00200	Decrease in short-term loans	(1,021,897)	(1,379,755)
C00100	Increase in short-term loans	1,168,547	1,309,110
C01700	Repayments of long-term debt	(168,746)	(110,810)
C04000	Decrease in lease payable	(18,677)	(19,784)
C04500	Cash dividends paid	(90,926)	(62,949)
CCCC	Net cash flows from (used in) financing activities	(131,699)	(264,188)
DDDD	Effect of exchange rate changes on cash and cash equivalents	(310)	17,589
EEEE	Net increase (decrease) in cash and cash equivalents	64,155	(104,156)
E00100	Cash and cash equivalents at beginning of period	490,296	594,452
E00200	Cash and cash equivalents at end of period	$554,451	$490,296

The accompanying notes are an integral part of the consolidated financial statements.

【Attachment 3】

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
AMIA CO., LTD.

Opinion

We have audited the accompanying financial statements of AMIA CO., LTD., which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of AMIA CO., LTD. as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of AMIA CO., LTD. in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The descriptions of the key audit matters of the parent company only financial statements for the year ended December 31, 2025 are as follows:

23 -

Revenue Recognition

AMIA CO., LTD. primarily sells specialty chemicals and recycled products, and sales revenue is a key indicator for management to evaluate business performance. The accountant analyzed the financial data of each client and screened clients who met specific criteria. Clients meeting these criteria were assessed as having a higher sales revenue risk than general clients, and the accuracy of their sales revenue recognition was identified as a key audit matter. Please refer to Note 4(10) to the individual financial statements for relevant accounting policies.

We performed the following audit procedures in respect of the above key audit matter:

We understood the key internal controls related to sales revenue recognition and tested the operating effectiveness of these controls
We perform a sample of revenues that meet specific criteria and confirm their amounts to verify the relevant certificates to assess the validity of revenue recognition.
Obtain the details of sales returns after a specific customer period, check the relevant vouchers for sales returns and review the returns. The rationality of the cause.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the AMIA CO., LTD.'s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate AMIA CO., LTD. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing AMIA CO., LTD.'s financial reporting process.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We also provide those charged with governance with a statement that we have complied

24 -

with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Tseng, Chien-Ming and Wang, Pan-Fa.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 20, 2026

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.

25 -

AMIA CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Code	ASSETS	2025		2024
		Amount	%	Amount	%
CURRENT ASSETS
1100	Cash and cash equivalents (Notes 4 and 6)	$87,599	3	$52,305	2
1136	Current financial assets at amortized cost (Notes 4 and 8)	48,050	2	36,103	1
1150	Notes receivable, net (Notes 4 and 9)	16,015	1	25,187	1
1170	Accounts receivable, net (Notes 4 and 9)	263,822	9	263,991	10
1180	Accounts receivable due from related parties, net (Notes 4 ~ 9 and 27)	6,209	0	2,988	0
1200	Other receivables (Notes 9 and 27)	443	0	340	0
130X	Current inventories (Notes 4 and 10)	143,304	5	96,594	3
1479	Other current assets, others (Note 14)	45,769	2	42,601	2
11XX	Total current assets	611,211	22	520,109	19
NON-CURRENT ASSETS
1517	Non-current financial assets at fair value through other comprehensive income (Notes 4 and 7)	0	0	2,640	0
1535	Non-current financial assets at amortized cost (Notes 4 and 8)	1,834	0	1,804	0
1550	Investments accounted for using equity method (Notes 4 and 11)	756,698	27	745,231	28
1600	Property, plant and equipment (Notes 4 and 12)	1,276,499	46	1,229,465	45
1755	Right-of-use assets (Notes 4 and 13)	97,176	3	120,918	5
1840	Deferred tax assets (Notes 4 and 23)	17,907	1	16,365	1
1915	Prepayments for business facilities (Note 29)	14,793	1	61,756	2
1920	Guarantee deposits paid	7,660	0	10,367	0
15XX	Total non-current assets	2,172,567	78	2,188,546	81
1XXX	TOTAL ASSETS	$2,783,778	100	$2,708,655	100
Code	LIABILITIES AND EQUITY
CURRENT LIABILITIES
2100	Current borrowings (Notes 4 and 15)	$330,005	12	$183,355	7
2130	Current contract liabilities(Note 21)	563	0	615	0
2170	Accounts Payable - Unrelated Parties (Note 16)	152,257	6	118,551	4
2180	Accounts Payable - Related Parties (Notes 16 and 27)	98	0	0	0
2219	Other payables (Notes 17 and 27)	123,225	4	130,696	5
2230	Current tax liabilities (Note 23)	24,044	1	23,100	1
2280	Current lease liabilities(Notes 4 and 13)	20,661	1	19,904	1
2320	Long-term liabilities, current portion(Notes 4 and 15)	5,482	0	10,118	0
2399	Other current liabilities, others (Note 17)	721	0	696	0
21XX	TOTAL CURRENT LIABILITIES	657,056	24	487,035	18
NON-CURRENT LIABILITIES
2540	Non-current portion of non-current borrowings(Notes 4 and 15)	99,772	4	263,882	10
2550	Non-current provisions (Notes 4 and 18)	18,441	1	18,177	1
2570	Deferred tax liabilities (Notes 4 and 23)	4,503	0	3,950	0
2580	Non-current lease liabilities (Notes 4 and 13)	71,078	2	91,516	3
2640	Net defined benefit liability, non-current (Notes 4 and 19)	14,946	0	16,216	1
2645	Guarantee deposits received	10	0	10	0
25XX	TOTAL NON-CURRENT LIABILITIES	208,750	7	393,751	15
2XXX	TOTAL LIABILITIES	865,806	31	880,786	33
EQUITY (Note 20)
3110	Ordinary share	699,430	25	699,430	26
3200	Capital surplus	620,816	22	620,816	23
Retained earnings
3310	Legal reserve	126,529	5	110,415	4
3320	Special reserve	26,836	1	43,588	1
3350	Unappropriated retained earnings	470,890	17	380,456	14
3300	Total retained earnings	624,255	23	534,459	19
3490	Other equity	(26,529)	(1)	(26,836)	(1)
3XXX	TOTAL EQUITY	1,917,972	69	1,827,869	67
TOTAL LIABILITIES AND EQUITY		$2,783,778	100	$2,708,655	100

The accompanying notes form part of this individual financial report.

26 -

AMIA CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings per Share)

Code		2025		2024
		Amount	%	Amount	%
4000	Net sales revenue (Notes 4、21 and 27)	$2,032,157	100	$1,796,797	100
5000	Operating costs (Notes 4、10、22 and 27)	1,690,497	83	1,441,075	80
5900	Gross profit from operations	341,660	17	355,722	20
5910	Unrealized profit (loss) from sales	(1,520)	0	(1,720)	0
5920	Realized profit (loss) on from sales	1,720	0	1,550	0
5950	Gross profit (loss) from operations	341,860	17	355,552	20
	Operating expenses (Notes 22 and 27)
6100	Selling expenses	82,534	4	86,609	5
6200	Administrative expenses	87,985	4	92,148	5
6300	Research and development expenses	7,092	1	6,936	0
6000	Total operating expenses	177,611	9	185,693	10
6900	Net operating income	164,249	8	169,859	10
	Non-operating income and expenses
7100	Interest income (Note 22)	1,299	0	1,498	0
7010	Other income (Notes 22 and 27)	4,083	0	3,527	0
7020	Other gains and losses (Note 22)	(11,518)	0	13,413	1
7050	Finance costs (Note 22)	(14,478)	(1)	(13,523)	(1)
7070	Share of profit (loss) of associates and joint ventures accounted for using equity method	34,329	2	15,225	1
7000	Total non-operating income and expenses	13,715	1	20,140	1
7900	Profit from continuing operations before tax	177,964	9	189,999	11
7950	Tax expense (Notes 4 and 23)	(31,319)	(2)	(35,450)	(2)
8200	Profit	146,645	7	154,549	9

27 -

Code		2025		2024
		Amount	%	Amount	%
8310	Other comprehensive income
8311	Components of other comprehensive income that will not be reclassified to profit or loss
8316	Gains (losses) on re-measurements of defined benefit plans (Note 19)	(440)	0	6,595	0
8316	Unrealized valuation gains or losses on equity instrument investments measured at fair value through other comprehensive income or loss	43,146	2	0	0
8349	Income tax related to items not reclassified	(8,629)	0	0	0
8360	Components of other comprehensive income that will be reclassified to profit or loss	34,077	2	6,595	0
8361	Exchange differences on translation	384	0	20,940	1
8399	Income tax related to components of other comprehensive income that will be reclassified to profit or loss	(77)	0	(4,188)	0
8300	Total other comprehensive income	307	0	16,752	1
8500	Total comprehensive income	34,384	2	23,347	1
8500	Total comprehensive income	$181,029	9	$177,896	10
9710	Earnings per share (Note 24)
9710	Basic earnings per share	$2.10		$2.21
9810	Diluted earnings per share	$2.09		$2.20

The accompanying notes are an integral part of the consolidated financial statements.

AMIA CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

Code		Ordinary share			Retained earnings			Other equity interest	Unrealized valuation gains and losses on financial assets measured at fair value through other comprehensive income	Total equity
		Shares (In Thousands)	Amount	Capital Surplus	Legal Reserve	Special Reserve	Unappropriated retained earnings	Exchange differences on translation of foreign financial statements
A1	BALANCE AT JANUARY 1, 2024	69,943	$699,430	$620,816	$101,385	$32,976	$301,903	($43,588)		$1,712,922
	Appropriation of 2023 earnings									0
B1	Legal reserve appropriated	-	-	-	9,030	-	(9,030)	-		0
B3	Special reserve appropriated	-	-	-	-	10,612	(10,612)	-		0
B5	Cash dividends of ordinary share	-	-	-	-	-	(62,949)	-		(62,949)
D1	Net profit in 2024						154,549			154,549
D3	Other comprehensive income (loss) in 2024, net of income tax	-	-	-	-	-	6,595	16,752		23,347
D5	Total comprehensive income (loss) in 2024	0	0	0	0	0	161,144	16,752	0	177,896
Z1	BALANCE AT DECEMBER 31, 2024	69,943	$699,430	$620,816	$110,415	$43,588	$380,456	($26,836)		$1,827,869
	2024 Profit Allocation and Distribution
B1	Legal reserve appropriated	-	-	-	16,114	-	(16,114)	-		0
B3	Special surplus reserve reversal	-	-	-	-	(16,752)	16,752	-		0
B5	Cash dividends to shareholders of the Company	-	-	-	-	-	(90,926)	-		(90,926)
D1	Net profit in 2025	-	-	-	-	-	146,645	-		146,645
D3	Other comprehensive income (loss) in 2025, net of income tax	-	-	-	-	-	(440)	307	34,517	34,384
D5	Total comprehensive income (loss) in 2025	0	0	0	0	0	146,205	307	34,517	181,029
	Disposal of equity instruments measured at fair value through other comprehensive income	-	-	-	-	-	34,517	-	(34,517)	0
Z1	BALANCE AT DECEMBER 31, 2025	69,943	$699,430	$620,816	$126,529	$26,836	$470,890	($26,529)	$0	$1,917,972

The accompanying notes are an integral part of the consolidated financial statements.

AMIA CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Code		2025	2024
Cash flows from operating activities
A10000	Profit before tax	$177,964	$189,999
A20010	Adjustments to reconcile profit (loss)
A20100	Depreciation expense	58,090	56,510
A20900	Interest expense	14,478	13,523
A21200	Interest income	(1,299)	(1,498)
A21300	Dividend income	0	(491)
A22400	Share of loss (profit) of associates and joint ventures accounted for using equity method	(34,329)	(15,225)
A22500	Loss (gain) on disposal of property, plant and equipment	(339)	(103)
A23800	Reversal of impairment loss on non-financial assets	2,580	(1,000)
A23900	Unrealized profit (loss) from sales	1,520	1,720
A24000	Realized loss (profit) on from sales	(1,720)	(1,550)
A30000	Changes in operating assets and liabilities
A31130	Decrease (increase) in notes receivable	9,172	(1,327)
A31150	Decrease (increase) in accounts receivable	(3,052)	(53,666)
A31200	Decrease (increase) in inventories	(49,290)	15,219
A31240	Adjustments for decrease (increase) in other current assets	(3,228)	(8,214)
A32125	Increase (decrease) in contract liabilities	(52)	194
A32130	Increase (decrease) in notes payable	0	(595)
A32150	Increase (decrease) in accounts payable	33,804	20,395
A32180	Increase (decrease) in other payable	(7,223)	12,299
A32230	Adjustments for increase (decrease) in other current liabilities	25	(462)
A32240	Increase (decrease) in net defined benefit liability	(2,216)	(2,138)
A33000	Cash inflow (outflow) generated from operations	194,885	223,590
A33100	Interest received	1,256	1,448
A33300	Interest paid	(14,462)	(13,329)
A33500	Income taxes refund (paid)	(40,070)	(21,844)
AAAA	Net cash flows from (used in) operating activities	141,609	189,865

30 -

Code		2025	2024
Cash flows from (used in) investing activities
B00020	Disposal of financial assets measured at fair value through other comprehensive income	45,786	0
B00040	Acquisition of financial assets at amortized cost	(53,040)	(37,683)
B00050	Proceeds from disposal of financial assets at amortized cost	41,063	23,750
B01800	Acquiring long-term equity investments using the equity method	(58,520)	0
	Return of share capital by investee company using the equity method	27,768	0
B02700	Acquisition of property, plant and equipment	(24,978)	(15,600)
B02800	Proceeds from disposal of property, plant and equipment	339	103
B03700	Deposit margin increase	0	(3,443)
B03800	Decrease in refundable deposits	2,707	0
B07100	Increase in prepayments for business facilities	(9,441)	(5,726)
B07600	Dividends received	54,704	50,491
BBBB	Net cash flows from (used in) investing activities	26,388	11,892
Cash flows from (used in) financing activities
C00100	Increase in short-term loans	1,168,547	1,309,110
C00200	Decrease in short-term loans	(1,021,897)	(1,379,755)
C01700	Repayments of long-term debt	(168,746)	(110,810)
C04020	Decrease in lease payable	(19,681)	(19,784)
C04500	Cash dividends paid	(90,926)	(62,949)
CCCC	Net cash flows from (used in) financing activities	(132,703)	(264,188)
EEEE	Net increase (decrease) in cash and cash equivalents	35,294	(62,431)
E00100	Cash and cash equivalents at beginning of period	52,305	114,736
E00200	Cash and cash equivalents at end of period	$87,599	$52,305

The accompanying notes are an integral part of the consolidated financial statements.

【Attachment 4】

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2026, AMIA CO., LTD.

The Board of Directors has prepared the Company’s 2025 financial statements and business report, profit distribution proposal and other forms. The financial statements have been reviewed and approved by Deloitte & Touche Taipei, Taiwan Republic of China Accountants Tseng, Chien-Ming and Accountants Wang, Pan-Fa. Together with the business report and profit distribution statement and other related forms, the Audit Committee has reviewed them in detail and found no discrepancies. Therefore, the report has been prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

The Audit Committee, Chairman:

Ms. HUANG, PEI-HUA

February 24 2026

【Attachment 5】

2025 Annual Corporate Governance Implementation Report

Communication between independent directors and the head of internal audit:

1.1. Communicate through the Audit Committee or with independent directors individually at meetings or by email:

1.1.1. The Audit Director shall report the results of the annual audit plan to the Audit Committee and the Board of Directors every quarter.

1.1.2. The audit supervisor shall report the findings of each audit to the Audit Committee and track the improvement of deficiencies.

1.1.3. The audit supervisor shall report to the audit committee and the board of directors on the establishment and revision of new and revised internal control systems and audit implementation rules and relevant management regulations in accordance with relevant securities laws and regulations.

1.1.4. The audit supervisor shall report to the Audit Committee and the Board of Directors annually on the implementation and results of the annual internal control self-inspection work and issue an internal control statement.

1.1.5. The Certified Public Accountant shall submit a report on the audit or review results of the quarterly or annual financial report at each audit committee meeting, including any significant findings during the audit or review, as well as communication on legislation or changes to relevant laws and regulations.

1.2. Summary of previous communications between independent directors and audit supervisors:

The Company's Audit Committee is composed of all independent directors. It reports and communicates with independent directors on important audit matters and audit results of the Company and its domestic and overseas subsidiaries. The reporting and communication methods are as follows:

1.2.1. The audit supervisor communicates through the audit committee every quarter.

1.2.2. The audit supervisor shall submit audit reports and follow-up reports to the audit committee for review from time to time. If the audit committee has any doubts, the audit supervisor shall explain them in person or via email.

1.2.3. Individual communication matters:

1.2.3.1. 2025/09/01 Independent Director HUANG, PEI-HUA: Payroll Cycle - Definition of Frontline Employees Included in Internal Control System.

(Resolution: Passed without objection.)

1.2.3.2. 2025/09/23 Independent Director YANG, JIA-CHENG: Safety and Hygiene Management Operations - Working Paper Instructions.

(Resolution: Passed without objection.)

1.2.3.3. 2025/10/15 Independent Director WU, BANG-HAO: Supervision and management of subsidiaries - strengthening inventory management.

(Resolution: Passed without objection.)

1.2.3.4. 2025/10/15 Independent Director YANG, JIA-CHENG: Customer Complaint Handling Procedures and Verification.

(Resolution: Passed without objection.)

1.2.3.5. 2025/11/25 Independent Director HUANG, PEI-HUA: Supervision and management of subsidiaries - follow-up work.

(Resolution: Passed without objection.)

Communication between CPAs and the head of internal audit:

2.1 Communicate with the audit committee or the internal control auditors through meetings or emails:

2.1.1. The Audit Director shall report the results of the annual audit plan to the Audit Committee and the Board of Directors every quarter.

2.1.2. The audit supervisor shall report the findings of each audit to the Audit Committee and track the improvement of deficiencies.

2.1.3. The audit supervisor shall report to the audit committee and the board of directors on the establishment and revision of new and revised internal control systems and audit implementation rules and relevant management regulations in accordance with relevant securities laws and regulations.

2.1.4. The audit supervisor shall report to the Audit Committee and the Board of Directors annually on the implementation and results of the annual internal control self-inspection work and issue an internal control statement.

2.1.5. The Certified Public Accountant shall submit a report on the audit or review results of the quarterly or annual financial report at each audit committee meeting, including any significant findings during the audit or review, as well as communication on legislation or changes to relevant laws and regulations.

2.2. Summary of previous communications between accountants and audit supervisors:

The Company's audits are conducted before the Audit Committee meeting. The Company discusses, exchanges and communicates with the accountants on important audit matters and audit results of the Company and its subsidiaries at home and abroad. The audits are conducted in the following ways:

2.2.1. Communicate with the audit supervisor and accountant on a quarterly basis or before the audit committee and board of directors.

2.2.2. Communication matters:

2.2.2.1. 2025/01/14 Accountants Tseng, Chien-Ming: 12-13 Matters and contents of the board of directors' audit report. (Resolution: Passed without objection.)

2.2.2.2. 2025/02/27 Accountants Tseng, Chien-Ming: 12-14 Matters and contents of the board of directors' audit report. (Resolution: Passed without objection.)

2.2.2.3. 2025/04/25 Accountants Tseng, Chien-Ming: 12-15 Matters and contents of the board of directors' audit report. (Resolution: Passed without objection.)

2.2.2.4. 2025/07/31 Accountants Tseng, Chien-Ming: 12-17 Matters and contents of the board of directors' audit report. (Resolution: Passed without objection.)

2.2.2.5. 2025/10/31 Accountants Tseng, Chien-Ming: 12-18 Matters and contents of the board of directors' audit report. (Resolution: Passed without objection.)

34 -

[Attachment 6]

2025 Annual Directors' Remuneration Report

The convener of the Remuneration Committee shall report the remuneration received by the directors, including the remuneration policy, individual remuneration content, amount and relevance to performance evaluation results:

(1) The company's directors' remuneration and business execution expenses shall be paid in accordance with relevant legal procedures and the provisions of the articles of association. The total payment of directors' remuneration shall be based on the provisions of Article 21-1 of the Company's Articles of Association. The balance shall be no more than 5% after deducting the profits before distribution of employee remuneration and directors' remuneration for the current year and retaining the amount to make up for accumulated losses.

(2) The performance of the Company's entire Board of Directors, functional committees and individual directors shall be evaluated in accordance with the "Board of Directors Performance Evaluation Regulations". The proposed directors' remuneration has been reviewed by the Remuneration Committee and submitted to the Board of Directors. The proposed directors' remuneration is 1.52% of pre-tax profit, which is in line with the normal market level. The proposed remuneration distribution is as follows:

Unit: NT$ thousand

Job title	Name	Remuneration to directors								Sum of A+B+C+D and ratio to net income (Note 10)	Remuneration received by directors for concurrent service as an employee								Sum of A+B+C+D+E+F+G and ratio to net income	Remuneration received from investee enterprises other than subsidiaries or from the parent company
		Base compensation (A) (Note 1)		Retirement pay and pension (B)		Director profit-sharing compensation (C) (Note 2)		Expenses and prequisites (D) (Note 3)				Salary, rewards, and special disbursements (E) (Note 4)		Retirement pay and pension (F)		Employee profit-sharing compensation (G) (Note 5)
		The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company		All consolidated entities			The Company	All consolidated entities	0
																Amount in stock	Amount in cash	0
Chairman	CHEN, KUO-CHIN	0	0	0	0	940	940	36	36	976	976	3,410	3,410	0	0	1,342	0	1,342	0	5,728	5,728	0
										0.67%	0.67%									3.91%	3.91%
Director	CHEN, YEN-HENG	0	0	0	0	300	300	36	36	336	336	4,449	6,217	108	108	518	0	518	0	5,411	7,179	0
										0.23%	0.23%									3.69%	4.90%
Director	CHEN, MIN-HSUNG	0	0	0	0	220	220	36	36	256	256	1,662	1,662	91	91	110	0	110	0	2,119	2,119	0
										0.17%	0.17%									1.44%	1.44%
Director	CDIB Capital Group Representative ZOU,XU-SHENG	0	0	0	0	0	0	30	30	30	30	0	0	0	0	0	0	0	0	30	30	0
										0.02%	0.02%									0.02%	0.02%

Job title	Name	Remuneration to directors								Sum of A+B+C+D and ratio to net income (Note 10)	Remuneration received by directors for concurrent service as an employee								Sum of A+B+C+D+E+F+G and ratio to net income
		Base compensation (A) (Note 1)		Retirement pay and pension (B)		Director profit-sharing compensation (C) (Note 2)		Expenses and perquisites (D) (Note 3)				Salary, rewards, and special disbursements (E) (Note 4)		Retirement pay and pension (F)		Employee profit-sharing compensation (G) (Note 5)
		The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company	All consolidated entities	The Company		All consolidated entities	All consolidated entities	The Company	All consolidated entities
																Amount in stock	Amount in cash	Amount in stock
Director	CHEN, CHIU-HUNG	0	0	0	0	220	220	36	36	256	256	0	1,520	0	0	122	0	122	0	378	1,898
										0.17%	0.17%									0.26%	1.29%
Independent Director	HUANG, PEI-HUA	0	0	0	0	300	300	51	51	351	351	0	0	0	0	0	0	0	0	351	351
										0.24%	0.24%									0.24%	0.24%
Independent Director	WAN, QI-CHAO	0	0	0	0	300	300	51	51	351	351	0	0	0	0	0	0	0	0	351	351
										0.24%	0.24%									0.24%
Independent Director	WU, BANG-HAO	0	0	0	0	300	300	51	51	351	351	0	0	0	0	0	0	0	0	351	351
										0.24%	0.24%									0.24%
Independent Director	YANG, JIA-CHENG	0	0	0	0	300	300	51	51	351	351	0	0	0	0	0	0	0	0	351	351
										0.24%	0.24%									0.24%
Total	0	0	0	0	2,880	2,880	378	378	3,258	3,258	9,521	12,809	199	199	2,092	0	2,092	0	15,070	18,358
									2.22%	2.22%									10.28%	12.52%

Note 1 : This refers to director base compensation in the most recent fiscal year (including director salary, duty allowances, severance pay, and various rewards and incentives, etc.).
Note 2 : The remuneration for directors is NT$2,880 thousand approved by the Remuneration Committee on February 24, 2026 before the 2026 Shareholders' Meeting. The directors' remuneration and employee remuneration have not yet been actually distributed. The proposed distribution figures are disclosed.
Note 3 : This refers to director expenses and perquisites in the most recent fiscal year (including travel expenses, special disbursements, stipends of any kind, and provision of facilities such as accommodations or vehicles, etc.).
Note 4 : This includes any remuneration received by a director for concurrent service as an employee in the most recent year (including concurrent service as general manager, assistant general manager, other managerial officer, or non-managerial employee) including salary, duty allowances, severance pay, rewards, incentives, travel expenses, special disbursements, and stipends of any kind, etc.
Note 5 : Refers to the directors and employees (including general manager, deputy general manager, other managers and employees) who received employee remuneration (proposed amount) (including stock and cash) in the most recent year.
Note 6 : Disclose the total amount of remuneration in each category paid to the directors of the Company by all companies in the consolidated financial report (including the Company).
Note 7 : Net income means the net income after tax on the parent company only or individual financial report for the most recent fiscal year.
Note 8: Disclose the amount of remuneration received by the company's directors from the subsidiary's external investment enterprises or the parent company. Remuneration refers to the remuneration, remuneration (including employee, director and supervisor remuneration) and business execution expenses and other related remuneration received by the company's directors for serving as directors, supervisors or managers of subsidiaries' external investment enterprises or parent companies, etc.: none.
Note 9: On September 17, 2025, CDIB Capital Group, a corporate director, was automatically removed from office for transferring more than half of the company shares it held at the time of its election.

【Attachment 7】

AMIA CO., LTD.

Sustainable Development Practices

Comparison Table of Amended Clauses

Revised on 2025-10-31

Amendment	Current provisions	Illustrate
Article 15 Our company should consider the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct its research and development, procurement, production, operations, and service activities in accordance with the following principles to reduce the impact of our operations on the natural environment, living organisms, and humans: 1. Reduce the resource and energy consumption of products and services. 2. Reduce the emission of pollutants, toxic substances and waste, and properly dispose of waste. 3. Improve the recyclability and reuse of raw materials or products. 4. To enable the sustainable use of renewable resources to the greatest extent possible. 5. Extend the product's durability. 6. Increase the effectiveness of products and services. 7. Enhance the conservation, sustainable use of resources, and equitable and reasonable benefits of marine or terrestrial biodiversity and ecosystems.	Article 15 Our company should consider the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct its research and development, procurement, production, operations, and service activities in accordance with the following principles to reduce the impact of our operations on the natural environment, living organisms, and humans: 1. Reduce the resource and energy consumption of products and services. 2. Reduce the emission of pollutants, toxic substances and waste, and properly dispose of waste. 3. Improve the recyclability and reuse of raw materials or products. 4. To enable the sustainable use of renewable resources to the greatest extent possible. 5. Extend the product's durability. 6. Increase the effectiveness of products and services.	In light of the United Nations Convention on Biological Diversity initiatives and relevant laws and regulations on marine and nature conservation, companies should consider the impact of their operations on biodiversity and ecosystems to facilitate sustainable business operations. Therefore, this article is amended and a seventh clause is added.
Article 21 Our company should create a favorable environment for employees' career development and establish an effective career skills development training program. Our company should establish an industry-academia collaboration program to cultivate potential industry talents. The company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other benefits) and appropriately reflect operating performance or results in employee compensation to ensure the recruitment, retention and motivation of human resources and achieve the goal of sustainable operation.	Article 21 Our company should create a favorable environment for employees' career development and establish an effective career skills development training program. The company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other benefits) and appropriately reflect operating performance or results in employee compensation to ensure the recruitment, retention and motivation of human resources and achieve the goal of sustainable operation.	To promote industry-academia integration and student career development, and to encourage enterprises and schools to cooperate in talent cultivation, achieving a win-win situation for both industry and academia, the second item is hereby added, and the existing second to third items are adjusted.

【Attachment 8】

AMIA CO., LTD. Sustainable Development Practices

Formulated on June 24, 2015
First revision on August 9, 2017
Second revision, March 23, 2020
Third revision, May 24, 2022
Fourth revision, February 22, 2023

Chapter 1: General Provisions

Article 1

In order to fulfill our corporate social responsibility and promote economic, environmental and social progress to achieve sustainable development, our company has jointly formulated this Code of Practice with reference to the Taiwan Stock Exchange Corporation (hereinafter referred to as the Stock Exchange) and the Taiwan Securities Exchange Center (hereinafter referred to as the Exchange Center) for our compliance.

Companies should refer to this Code to formulate their own sustainability code in order to manage their economic, environmental and social risks and impacts.

Article 2

This code of conduct governs the overall operations of the company and its group companies.

While engaging in business operations, the company actively practices sustainable development in line with international development trends. Through corporate citizenship, it enhances its contribution to the national economy, improves the quality of life for employees, communities, and society, and promotes a competitive advantage based on sustainable development.

Article 3

As a company committed to sustainable development, it should take into account the interests of stakeholders and, while pursuing sustainable operation and profitability, attach importance to environmental, social and corporate governance factors and incorporate them into the company's management policies and operations.

The Company shall, in accordance with the principle of materiality, conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations and formulate relevant risk management policies or strategies.

Article 4

The following principles should be followed in the practice of sustainable development:

Implement corporate governance.
Develop a sustainable environment.
Uphold the public interest.
Strengthen the sustainable development of enterprises.

Article 5

Taking into account the development trends of sustainable development at home and abroad and their relevance to the company's core business, as well as the impact of the company's own and its group's overall operations on stakeholders, sustainable development policies, systems or related management guidelines and specific implementation plans shall be formulated, approved by the board of directors, and reported to the shareholders' meeting.

When shareholders propose resolutions related to sustainable development, the company's board of directors should consider including them in the shareholders' meeting agenda.

Chapter 2: Implementing Corporate Governance

Article 6

Our company follows the Code of Conduct for Governance of Listed Companies, the Code of Conduct for Honest Operation of Listed Companies, and the Reference Examples of Code of Ethical Conduct for Listed Companies to establish an effective governance structure and related ethical standards in order to improve corporate governance.

Article 7

The directors of the Company shall exercise the duty of care of good managers to urge the Company to practice sustainable development and to review its implementation effectiveness and continuous improvement from time to time to ensure the implementation of sustainable development policies.

When the Board of Directors pursues the Company’s sustainable development goals, it should give full consideration to the interests of stakeholders, including the following:

Propose a mission or vision for sustainable development, and formulate sustainable development policies, systems, or related management guidelines.
The company will incorporate sustainable development into its operations and development direction, and will approve specific plans to promote corporate sustainability.
Ensure the timeliness and accuracy of information disclosure related to sustainable development. The Company's directors shall exercise the due diligence of prudent managers to urge the Company to fulfill its social responsibilities, and regularly review the effectiveness of its implementation and continuous improvement to ensure the implementation of the corporate social responsibility policy.

The Company's economic, environmental and social issues arising from its operations shall be handled by senior management authorized by the Board of Directors, and the handling status shall be reported to the Board of Directors. The operational procedures and the responsible personnel shall be clearly defined.

Article 8

Our company should regularly conduct educational training to promote sustainable development, including advocating for matters such as paragraph 2 of the preceding article.

Article 9

improve the management of sustainable development, the Company should establish a governance structure to promote sustainable development and set up a dedicated (part-time) unit to be responsible for proposing and implementing sustainable development policies, systems or related management guidelines and specific implementation plans, and report to the Board of Directors regularly.

Companies should establish reasonable salary and compensation policies to ensure that compensation planning aligns with organizational strategic goals and the interests of stakeholders.

Employee performance appraisal systems should be integrated with sustainable development policies, and clear and effective reward and punishment systems should be established.

Article 10

Based on respect for the rights and interests of stakeholders, the Company shall identify its stakeholders and set up a stakeholder section on the Company's website; through appropriate communication methods, the Company shall understand the reasonable expectations and needs of stakeholders and respond appropriately to their concerns on important sustainable development issues.

39 -

Chapter 3: Developing a Sustainable Environment

Article 11
The Company shall comply with relevant environmental regulations and international standards, properly protect the natural environment, and strive to achieve the goal of environmental sustainability in carrying out its operations and internal management.

Article 12
Our company should focus on improving energy efficiency and using recycled materials with low environmental impact, so that Earth's resources can be used sustainably.

Article 13
Our company should establish a suitable environmental management system based on the characteristics of its industry. This system should include the following items:
1. Collect and assess sufficient and timely information on the impact of operational activities on the natural environment.
2. Establish measurable environmental sustainability goals and regularly review their sustainability and relevance.
3. Formulate specific plans or action plans and other implementation measures, and regularly review their effectiveness.

Article 14
Our company should establish a dedicated environmental management unit or personnel to formulate, promote and maintain relevant environmental management systems and specific action plans, and regularly conduct environmental education courses for management and employees.

Article 15
Our company should consider the impact of its operations on ecological benefits, promote and advocate the concept of sustainable consumption, and conduct its research and development, procurement, production, operations, and service activities in accordance with the following principles to reduce the impact of the company's operations on the natural environment and human beings:
1. Reduce the resource and energy consumption of products and services.
2. Reduce the emission of pollutants, toxic substances and waste, and properly dispose of waste.
3. Improve the recyclability and reuse of raw materials or products.
4. To enable the sustainable use of renewable resources to the greatest extent possible.
5. Extend the product's durability.
6. Increase the effectiveness of products and services.

Article 16
To improve the efficiency of water resource use, water resources should be used properly and sustainably, and relevant management measures should be established.
The company should construct and enhance relevant environmental protection and treatment facilities to avoid polluting water, air, and land; and make every effort to minimize adverse impacts on human health and the environment by adopting the best feasible pollution prevention and control technologies.

Article 17
Our company should assess the potential risks and opportunities posed by climate change to the present and future of the business and take appropriate countermeasures.
Our company should adopt internationally accepted standards or guidelines to conduct and

40 -

disclose corporate greenhouse gas inventories, the scope of which should include:

Direct greenhouse gas emissions: Greenhouse gas emission sources are owned or controlled by the company.
Indirect greenhouse gas emissions: those generated from the use of energy sources such as electricity, heat, or steam.
Other indirect emissions: Emissions generated by the company's activities are not energy-related indirect emissions, but rather originate from emission sources owned or controlled by other companies.

Our company should compile statistics on greenhouse gas emissions, water consumption, and total waste weight, and formulate policies for energy conservation and carbon reduction, greenhouse gas reduction, water reduction, and other waste management. We should also incorporate the acquisition of carbon credits into the company's carbon reduction strategy and promote it accordingly, so as to reduce the impact of the company's operations on climate change.

Chapter 4: Upholding the Public Interest

Article 18

Our company shall comply with relevant laws and regulations and follow international human rights conventions, such as the rights to gender equality, the right to work, and the prohibition of discrimination.

To fulfill its responsibility to protect human rights, it should formulate relevant management policies and procedures, including:

Present the company's human rights policy or statement.
Assess the impact of the company's operations and internal management on human rights, and establish corresponding procedures for handling such cases.
Regularly review the effectiveness of corporate human rights policies or statements.
Fourth, when human rights violations are involved, the procedures for handling the stakeholders involved should be disclosed.

Our company shall adhere to internationally recognized labor rights, such as freedom of association, the right to collective bargaining, care for vulnerable groups, prohibition of child labor, elimination of all forms of forced labor, and elimination of discrimination in employment and hiring. We shall also ensure that our human resources policies do not discriminate based on gender, race, socioeconomic class, age, marital status, or family status, so as to implement equality and fairness in employment, hiring conditions, wages, benefits, training, evaluation, and promotion opportunities.

In cases involving violations of workers' rights, companies should provide effective and appropriate grievance mechanisms to ensure a fair and transparent grievance process. The grievance channels should be simple, convenient, and accessible, and employees' grievances should be responded to appropriately.

Article 19

Our company provides employees with information to ensure they understand their rights under the labor laws of the countries where we operate.

Article 20

Our company provides employees with a safe and healthy working environment, including providing necessary health and first aid facilities, and is committed to reducing hazards to employee safety and health in order to prevent occupational accidents.

The company regularly conducts safety and health education and training for its employees.

Article 21

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Our company should create a favorable environment for employees' career development and establish an effective career skills development training program.

The company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other benefits) and appropriately reflect operating performance or results in employee compensation to ensure the recruitment, retention and motivation of human resources and achieve the goal of sustainable operation.

Article 22

Establish channels for regular communication and dialogue among employees, so that employees have the right to obtain information and express their opinions regarding the company's business management activities and decisions.

Our company should respect the right of employee representatives to negotiate working conditions and provide the necessary information and facilities to facilitate negotiation and cooperation between employers, employees, and employee representatives.

The company shall notify employees of any operational changes that may have a significant impact in a reasonable manner.

Article 22-1

When dealing with its customers or consumers, the company should weigh the products or services it provides and the characteristics of the industry it operates in, select an appropriate, fair and reasonable approach, and formulate implementation strategies and specific implementation measures.

Examples of the fair and reasonable methods mentioned above are as follows:

Contracts shall be entered into in accordance with the principles of mutual benefit, fairness and good faith.
To fulfill the duties of care and loyalty when entrusted by a client.
Advertising should not be exaggerated or untrue.
Confirm that the goods or services provided are suitable for the customer or consumer.
Provide a full description of the important details and disclose the risks associated with the goods or services offered.
The remuneration system for sales personnel should balance the rights and interests of customers or consumers with the achievement of performance targets.
Customer or consumer complaint channels are open and the company responds promptly.
For businesses that require specialized expertise, employees should possess professional qualifications or obtain professional certifications.

Article 23

Upholding responsibility for products and services and emphasizing marketing ethics, its research and development, procurement, production operations, and service processes should ensure the transparency and security of product and service information. It should formulate and publicly disclose its consumer rights policies and implement them in its operations to prevent products or services from harming consumer rights, health, and safety.

Article 24

Our company shall comply with government regulations and relevant industry standards to ensure the quality of our products and services.

The company shall comply with relevant laws and international standards regarding customer health and safety, customer privacy, marketing and labelling of its products and services, and shall not engage in any deceptive, misleading, fraudulent or other conduct that undermines consumer trust or harms consumer rights.

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Article 25

Our company should assess and manage all risks that may cause operational disruptions and mitigate their impact on consumers and society.

Our company provides a transparent and effective consumer complaint procedure for its products and services, handles consumer complaints fairly and promptly, and complies with relevant laws and regulations such as the Personal Data Protection Act, truly respecting consumers' privacy rights and protecting the personal data provided by consumers.

Article 26

Our company should assess the environmental and social impact of our procurement activities on the communities from which we supply, and work with our suppliers to fulfill our corporate social responsibility.

Our company should establish a supplier management policy that requires suppliers to comply with relevant regulations on environmental protection, occupational safety and health, or labor rights. Before engaging in business dealings, we should assess whether our suppliers have a record of impacting the environment and society, and avoid doing business with those that conflict with our corporate social responsibility policies.

When our company enters into contracts with its major suppliers, the contracts should include provisions for compliance with the corporate social responsibility policies of both parties, and for the right to terminate or cancel the contract at any time if the supplier violates the policies and causes a significant impact on the environment and society of the supply source community.

Article 27

Assess the impact of the company's operations on the community and appropriately hire local personnel to enhance community identity.

Our company should invest resources in organizations that solve social or environmental problems through business models, or participate in the activities of civic organizations, charitable groups and government agencies that promote community development, through equity investment, business activities, donations, corporate volunteer services or other public welfare professional services.

Article 27-1

Companies should continuously invest resources in cultural and artistic activities or the cultural and creative industries through donations, sponsorships, investments, procurement, strategic cooperation, corporate volunteer technical services, or other support models to promote cultural development.

Chapter 5: Strengthening Information Disclosure for Corporate Sustainability

Article 28

Our company shall disclose information in accordance with relevant laws and regulations and the Code of Conduct for the Governance of Listed Companies, and shall fully disclose relevant and reliable information related to sustainable development in order to enhance information transparency.

The company discloses the following information regarding sustainable development:

Sustainable development policies, systems, or related management guidelines and specific implementation plans approved by the Board of Directors.
Risks and impacts on the company's operations and financial condition arising from factors such as corporate governance, sustainable environmental development, and the maintenance of social welfare.
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The goals, measures and implementation performance of the Company for sustainable development.
Key stakeholders and their concerns.
Disclosure of information by major suppliers regarding their management and performance on major environmental and social issues.
Other information related to sustainable development.

Article 29

Our company should adopt internationally recognized standards or guidelines when preparing sustainability reports to disclose the progress made in promoting sustainable development, and should ideally obtain third-party assurance or guarantees to enhance the reliability of the information. Its contents include:

Implement sustainable development policies, systems, or related management guidelines and specific implementation plans.
Key stakeholders and their concerns.
Performance and review of the company's implementation of corporate governance, sustainable environmental development, social welfare, and economic development.
Future directions and goals for improvement.

Chapter Six Supplementary Provisions

Article 30

Our company should pay close attention to the development of domestic and international sustainable development standards and changes in the business environment, and review and improve our corporate social responsibility system accordingly to enhance the effectiveness of promoting sustainable development.

Article 31

This Code of Conduct shall be implemented upon approval by the Board of Directors and submitted to the Shareholders' Meeting for review and amendment.

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【Attachment 9】

AMIA CO.,LTD.

Earnings Distribution Table

Year 2025

		Amount (NT$)
Unallocated earnings, beginning of this year		$290,167,581
Net profit of this year	$146,645,196
Adjustments on re-measurement on define benefit plans recognized in retained earnings	(440,358)
The disposal of equity instrument investments measured at fair value through other comprehensive income or loss results in the direct transfer of accumulated gains or losses to retained earnings.	34,516,061
The amount of net profit after tax for the current period plus items other than net profit after tax for the current period included in the retained earnings for the current year.		180,720,899
Less: Legal reserve (10%)		(18,072,090)
Add: Special reserve		307,240
Distributable earnings		453,123,630
Distribution :
Cash dividends: (NT$1.3/per share)	(90,925,900)	(90,925,900)
Unallocated earnings, end of year		$362,197,730

Note: Shareholder dividends (cash) are calculated according to the distribution ratio up to NT$1 (rounded down below), and if the calculation is less than NT$1, it will be included in other income.

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【Attachment 10】

AMIA CO., LTD.

Acquisition or disposal of assets procedures

Comparison Table of Amended Clauses

Revised on 2025-10-31

Amended Clauses	Current provisions	illustrate
Article 15
Announcement Application Procedure
1. In the event of any of the following circumstances involving the acquisition or disposal of assets, the Company shall, according to the nature of the asset and in accordance with the prescribed format, submit a public announcement on the website designated by the Financial Supervisory Commission within two days from the date of the event:
1.1. Acquiring or disposing of real estate or its right-to-use assets from related parties, or acquiring or disposing of other assets besides real estate or its right-to-use assets with related parties, and the transaction amount reaches 20% of the company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the purchase and sale of domestic government bonds, bonds with buy-back or sell-back conditions, or the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises.
1.2. To merge, split, acquire or transfer shares.
1.3. Losses from derivative transactions that reach the maximum amount of losses for all or individual contracts as stipulated in the established procedures.
1.4. The type of assets acquired or disposed of is equipment or its right to use for business use, and the counterparty in the transaction is not a related party, and the transaction amount meets one of	Article 15
Announcement Application Procedure
1. In the event of any of the following circumstances involving the acquisition or disposal of assets, the Company shall, according to the nature of the asset and in accordance with the prescribed format, submit a public announcement on the website designated by the Financial Supervisory Commission within two days from the date of the event:
1.1. Acquiring or disposing of real estate or its right-to-use assets from related parties, or acquiring or disposing of other assets besides real estate or its right-to-use assets with related parties, and the transaction amount reaches 20% of the company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the purchase and sale of domestic government bonds, bonds with buy-back or sell-back conditions, or the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises.
1.2. To merge, split, acquire or transfer shares.
1.3. Losses from derivative transactions that reach the maximum amount of losses for all or individual contracts as stipulated in the established procedures.
1.4. The type of assets acquired or disposed of is equipment or its	1. For acquisitions or disposals of equipment used for business operations that are necessary for the company's normal operations, considering the materiality of information disclosure, a third item is added to Section 4 of Paragraph 1. For publicly traded companies with paid-in capital of NT$50 billion or more, the disclosure threshold for acquiring or disposing of equipment used for business operations, provided the counterparty is not a related party, is raised to a transaction amount of 5% or more of the company's paid-in capital. Similarly, Section 2 of Paragraph 4 of Paragraph 1 is amended, for publicly traded companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, the disclosure threshold for acquiring or disposing of

Amended Clauses	Current provisions	illustrate
the following requirements:
1.4.1. Publicly listed companies with paid-in capital of less than NT$10 billion, but with a transaction amount of NT$500 million or more.
1.4.2. Publicly listed companies with paid-in capital of NT$10 billion or more, or publicly listed companies with paid-in capital of less than NT$50 billion, with a transaction amount of NT$1 billion or more.
1.4.3. Publicly listed companies with paid-in capital of NT$50 billion or more, with transaction amounts exceeding 5% of the company's paid-in capital.
1.5. A publicly listed company engaged in construction business acquires or disposes of real estate or its right to use for construction purposes, and the counterparty is not a related party, and the transaction amount is NT$500 million or more; among which, the paid-in capital is NT$10 billion or more, and the disposal of real estate of a completed construction project built by the company itself, and the counterparty is not a related party, the transaction amount is NT$1 billion or more.
1.6. Acquiring real estate through self-construction, leased construction, joint construction of sub-buildings, joint construction of profit sharing, or joint construction of sub-sales, and the transaction counterparties are related parties, with the company expecting to invest more than NT$500 million in transaction amount.
1.7. Publicly issued companies with paid-in capital of NT$50 billion or more, whose government bonds, ordinary corporate bonds and general financial bonds (excluding subordinated bonds) that do not	right to use for business use, and the counterparty in the transaction is not a related party, and the transaction amount meets one of the following requirements:
1.4.1. Publicly listed companies with paid-in capital of less than NT$10 billion, but with a transaction amount of NT$500 million or more.
1.4.2. Publicly listed companies with paid-in capital of NT$10 billion or more, and transaction amounts of NT$1 billion or more.
1.5. A publicly listed company engaged in construction business acquires or disposes of real estate or its right to use for construction purposes, and the counterparty is not a related party, and the transaction amount is NT$500 million or more; among which, the paid-in capital is NT$10 billion or more, and the disposal of real estate of a completed construction project built by the company itself, and the counterparty is not a related party, the transaction amount is NT$1 billion or more.
1.6. Acquiring real estate through self-construction, leased construction, joint construction of sub-buildings, joint construction of profit sharing, or joint construction of sub-sales, and the transaction counterparties are related parties, with the company expecting to invest more than NT$500 million in transaction amount.	equipment used for business operations, provided the counterparty is not a related party, is a transaction amount of NT$1 billion.
2. Considering that companies need to make better use of their operating funds and improve cash yield by investing in fixed-income products, but the current disclosure threshold of NT$300 million for transaction amounts may lead to frequent disclosures by large enterprises, based on the materiality of information disclosure and taking into account the risk attributes of the products, a seventh clause is added to the first paragraph. For publicly issued companies with paid-in capital of NT$50 billion or more, the disclosure standard for government bonds, ordinary corporate bonds and general financial bonds (excluding subordinated bonds) that are traded on the stock exchange or securities firm's business office, which are not subject to the

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Amended Clauses	Current provisions	illustrate
involve equity are traded on stock exchanges or securities firms' offices, are not subject to the circumstances of the proviso in paragraph 8, and whose counterparties are not related parties, and whose transaction amounts exceed 5% of the company's paid-in capital.	1.7. Asset transactions, disposal of claims by financial institutions, or investments in mainland China, other than those mentioned in (1) to (6) above, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following situations are not subject to this restriction:	provisions of the eighth clause, and whose counterparties are not related parties, is raised to a transaction amount of 5% or more of the paid-in capital.
1.8. Asset transactions, disposal of claims by financial institutions, or investments in mainland China, other than those mentioned in (1) to (7) above, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following situations are not subject to this restriction:	1.7.1. Buying and selling domestic government bonds or foreign government bonds with a credit rating no lower than China's sovereign rating.	3. The current Article 1, Section 7 is moved to Article 8, with appropriate textual revisions.
1.8.1. Buying and selling domestic government bonds or foreign government bonds with a credit rating no lower than China's sovereign rating.	1.7.2. For investors as professionals, the following actions may be taken: buying and selling securities at stock exchanges or securities firms' business premises; buying and selling securities subscribed to or purchased by securities firms in the primary market in accordance with regulations; subscribing to foreign government bonds or ordinary corporate bonds issued and general financial bonds (excluding subordinated bonds) issued in the primary market ; subscribing to or buying back securities investment trust funds or futures trust funds; subscribing to or selling back index investment securities ; or securities subscribed to by securities firms as required by underwriting business or as advisors to emerging stock companies in accordance with

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Amended Clauses	Current provisions	illustrate
the regulations of the Taiwan Securities and Exchange Center .
1.8.3. Buying and selling bonds with buyback or sellback conditions, and subscribing to or buying back money market funds issued by domestic securities investment trust companies.
1.9 The aforementioned transaction amount shall be calculated in the following manner:
1.9.1. Amount of each transaction.
1.9.2. The total amount of transactions involving the acquisition or disposal of the same type of subject matter with the same counterparty within one year.
1.9.3. The amount of real estate or its right to use assets acquired or disposed of (acquisition and disposal are accumulated separately) within one year from the same development project.
1.9.4. The total amount of the same securities acquired or disposed of within one year ( acquisition and disposal are accumulated separately ) .
1.9.5. The term "within one year" in this section refers to the period preceding the date of this transaction, and is calculated retroactively for one year. Any portion that has already been publicly announced in accordance with regulations is exempt from being included again.
2. The Company shall, in accordance with the prescribed format, submit the information on the derivative transactions conducted by the Company and its subsidiaries that are not publicly listed companies in China up to the end of the previous month to the information reporting website designated by the Financial Supervisory Commission before the 10th of each month.	the regulations of the Taiwan Securities and Exchange Center.
1.7.3. Buying and selling bonds with buyback or sellback conditions, and subscribing to or buying back money market funds issued by domestic securities investment trust companies.
1.8. The aforementioned transaction amount shall be calculated in the following manner:
1.8.1. Amount of each transaction.
1.8.2. The total amount of transactions involving the acquisition or disposal of the same type of subject matter with the same counterparty within one year.
1.8.3. The amount of real estate or its right to use assets acquired or disposed of (acquisition and disposal are accumulated separately) within one year from the same development project.
1.8.4. The total amount of the same securities acquired or disposed of within one year ( acquisition and disposal are accumulated separately ).
1.8.5. The term "within one year" in this section refers to the period preceding the date of this transaction, and is calculated retroactively for one year. Any portion that has already been publicly announced in accordance with regulations is exempt from being included again.
2. The Company shall, in accordance with the prescribed format, submit the information on the derivative transactions conducted by the Company and its subsidiaries that are not publicly listed companies in China up to the end of the previous month to the information reporting website designated by the Financial

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Amended Clauses	Current provisions	illustrate
3. If there are any errors or omissions in the announcement of projects that the Company is required to announce, and corrections are required, the Company shall re-announce and declare all projects within two days from the date of becoming aware of the error.

When the Company acquires or disposes of assets, it shall keep the relevant contracts, minutes, reference books, valuation reports, and opinions from accountants, lawyers or securities underwriters at the Company for at least five years, unless otherwise required by law.
If any of the following circumstances occur after the Company has publicly announced and reported a transaction in accordance with the preceding provisions, the Company shall, within two days from the date of the occurrence of the transaction, submit the relevant information to the website designated by the Financial Supervisory Commission for public announcement and reporting:

5.1. The relevant contracts signed in the original transaction have been amended, terminated or rescinded.

5.2. The merger, division, acquisition or share transfer was not completed in accordance with the contractual schedule.

5.3. The content of the original announcement has been changed.

If any subsidiary of the Company is not a publicly listed company in China, and its acquisition or disposal of assets reaches the threshold for public disclosure as stipulated in this Article, the Company shall handle the public disclosure on its behalf. The threshold for public disclosure applicable to subsidiaries, which requires reaching 20% of paid-in capital or 10% of total assets, is based on the Company's paid-in capital or total assets. | Supervisory Commission before the 10th of each month.
If there are any errors or omissions in the announcement of projects that the Company is required to announce, and corrections are required, the Company shall re-announce and declare all projects within two days from the date of becoming aware of the error.
When the Company acquires or disposes of assets, it shall keep the relevant contracts, minutes, reference books, valuation reports, and opinions from accountants, lawyers or securities underwriters at the Company for at least five years, unless otherwise required by law.
If any of the following circumstances occur after the Company has publicly announced and reported a transaction in accordance with the preceding provisions, the Company shall, within two days from the date of the occurrence of the transaction, submit the relevant information to the website designated by the Financial Supervisory Commission for public announcement and reporting:

5.1. The relevant contracts signed in the original transaction have been amended, terminated or rescinded.

5.2. The merger, division, acquisition or share transfer was not completed in accordance with the contractual schedule.

5.3. The content of the original announcement has been changed.

If any subsidiary of the Company is not a publicly listed company in China, and its acquisition or disposal of assets reaches the threshold for public disclosure as | |
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Amended Clauses	Current provisions	illustrate
	stipulated in this Article, the Company shall handle the public disclosure on its behalf. The threshold for public disclosure applicable to subsidiaries, which requires reaching 20% of paid-in capital or 10% of total assets, is based on the Company's paid-in capital or total assets.
Article 17
Supplement to relevant laws and regulations
The requirement of 10% of total assets shall be calculated based on the total asset amount in the most recent individual or separate financial report as required by the financial reporting standards for securities issuers.
For company shares without par value or with a par value other than NT$10 per share, the transaction amount stipulated in this standard for 20% of the paid-in capital shall be calculated as 10% of the equity attributable to the parent company's owners; the transaction amount stipulated in this procedure for 5% of the paid-in capital shall be calculated as 2.5% of the equity attributable to the parent company's owners; the transaction amount stipulated in this procedure for paid-in capital reaching NT$10 billion shall be calculated as NT$20 billion of the equity attributable to the parent company's owners; and the transaction amount stipulated in this standard for paid-in capital reaching NT$50 billion shall be calculated as NT$100 billion of the equity attributable to the parent company's owners. Matters not covered in this procedure shall be handled in accordance with relevant laws and regulations.	Article 17
Supplement to relevant laws and regulations
The 10% threshold for total assets is calculated based on the total assets as stated in the most recent individual or separate financial report as required by the Financial Reporting Standards for Securities Issuers.

For company shares without par value or with a par value other than NT$10 per share, the 20% threshold for transactions related to paid-in capital is calculated as 10% of the equity attributable to the parent company's owners.

For transactions with paid-in capital reaching NT$10 billion, the threshold is calculated as NT$20 billion of equity attributable to the parent company's owners.

Matters not covered in this procedure shall be handled in accordance with relevant laws and regulations. | In accordance with the newly added reporting standards for publicly listed companies with paid-in capital of NT$50 billion in Article 17, Paragraph 1, Paragraph 2 is amended to specify the calculation method for 5% of the paid-in capital and the paid-in capital of NT$50 billion for companies whose shares have no par value or whose par value per share is not NT$10. |

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【Attachment 11】

AMIA CO., LTD.

Acquisition or disposal of assets procedures

Ordered on April 22, 2011
First revision on March 29, 2012
Second revision, March 28, 2014
Third revision, March 22, 2017
Fourth revision, January 18, 2019
Fifth revision, October 27, 2021
Sixth revision, May 24, 2022

Article 1: Purpose

This procedure is established to strengthen asset management, protect investments, and ensure information disclosure. The acquisition or disposal of assets by this company shall be handled in accordance with this procedure. However, where financial laws stipulate otherwise, those laws shall prevail. Banks, insurance companies, securities firms, futures dealers, and leveraged dealers, and other licensed financial businesses that conduct derivatives trading business or engage in derivatives trading shall be subject to other applicable laws and regulations according to their respective business categories and are exempt from the provisions of Article 13.

Article 2: Legal Basis

This procedure is formulated in accordance with Article 36-1 of the Securities and Exchange Act and the "Guidelines for the Handling of Assets Acquired or Disposed of by Publicly Issued Companies" issued by the Financial Supervisory Commission of the Executive Yuan.

Article 3: Scope of Assets

The scope of assets referred to in this procedure is as follows:

Investments in stocks, government bonds, corporate bonds, financial bonds, securities of award funds, depositary receipts, call (sell) warrants, beneficiary securities, and asset-backed securities.
Real estate (including land, buildings and structures, investment real estate, and inventory of construction companies) and equipment.
Membership Card
Intangible assets such as patent rights, copyrights, trademark rights, and franchise rights.
Right-of-use assets.
Claims of financial institutions (including accounts receivable, foreign exchange purchases and discounts, loans, and collections).
Derivative products.
Assets acquired or disposed of through merger, division, acquisition or share transfer in accordance with the law.
Other Important Assets.

Article 4: Definitions of related terms

Derivatives: These refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, exchange contracts, combinations of the above contracts, or combined contracts or structured products embedded with derivatives, whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables. Forward contracts do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, or long-term purchase (sale) contracts.
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Assets acquired or disposed of through merger, division, acquisition or share transfer in accordance with the law: refers to assets acquired or disposed of through merger, division or acquisition in accordance with the Enterprise Merger and Acquisition Act, the Financial Holding Company Act, the Financial Institutions Merger Act or other laws, or assets acquired by issuing new shares to acquire shares of other companies in accordance with Article 156-3 of the Company Act (hereinafter referred to as share transfer).
Related parties and subsidiaries: These should be identified in accordance with the financial reporting standards for securities issuers.
Professional appraisers: refers to real estate appraisers or other persons who are legally authorized to engage in the appraisal of real estate and equipment.
Date of Occurrence: This refers to the earlier of the following dates: the date of signing the transaction agreement, the date of payment, the date of completion of the order, the date of transfer of ownership, the date of the board resolution, or other date on which the transaction counterparty and transaction amount are sufficiently determined. However, for investors requiring approval from the competent authority, the earlier of the above-mentioned date or the date of receiving approval from the competent authority shall prevail.
Investment in Mainland China: refers to investment in Mainland China conducted in accordance with the Regulations Governing Investment or Technological Cooperation in Mainland China issued by the Investment Commission of the Ministry of Economic Affairs.
Investors as professionals: refers to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms that operate proprietary trading or underwriting businesses, futures firms that operate proprietary trading businesses, securities investment trust companies, securities investment advisory companies, and fund management companies that are established in accordance with the law and are subject to the management of local financial authorities.
Stock Exchanges: Domestic stock exchanges refer to the Taiwan Stock Exchange Corporation; foreign stock exchanges refer to any organized securities trading market that is regulated by the securities regulatory authority of that country.
Securities Firm Premises: Domestic securities firm premises refer to the places where securities firms set up dedicated counters for trading in accordance with the regulations governing the trading of securities at securities firm premises; foreign securities firm premises refer to the premises of financial institutions that are subject to the management of foreign securities regulatory authorities and are authorized to conduct securities business.

Article 5: The valuation reports or opinions obtained by the Company from accountants, lawyers, or securities underwriters shall meet the following requirements:

Those who have not been convicted of violating this law, the Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law, or the Commercial Accounting Law, or who have committed fraud, breach of trust, embezzlement, forgery, or business-related crimes, and have not been sentenced to imprisonment for a term of one year or more. However, this does not apply to those who have completed their sentence, whose probation period has expired, or who has been pardoned for more than three years.
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The parties to the transaction must not be related parties or have a substantial relationship with each other.
If the company is required to obtain valuation reports from two or more professional valuers, the different professional valuers or valuers shall not be related parties or have substantial relationships with each other.

When issuing valuation reports or opinions, the personnel mentioned above shall comply with the self-regulatory guidelines of their respective trade associations and the following matters:

Before taking on a case, one should carefully assess one's own professional competence, practical experience, and independence.
When executing a case, appropriate work procedures should be properly planned and implemented to form a conclusion and issue a report or opinion accordingly; and the procedures executed, the data collected and the conclusions should be recorded in detail in the case working papers.
Third, the appropriateness and reasonableness of each data source, parameter, and information used should be evaluated to form the basis for issuing valuation reports or opinions.
The declaration should include matters such as the professionalism and independence of the relevant personnel, the assessment that the information used is appropriate and reasonable, and compliance with relevant laws and regulations.

Article 6: The Company shall establish procedures for acquiring or disposing of assets in accordance with regulations. These procedures shall be submitted to the Board of Directors for resolution after being reviewed and approved by the Audit Committee, and then submitted to the Shareholders' Meeting for approval. The same procedure shall apply to any amendments. If any director expresses an objection and there is a record or written statement, the Company shall also send the director's objection information to the respective independent director.

If the preceding paragraph does not receive the consent of more than half of all members of the Audit Committee, it may be carried out with the consent of more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board meeting.

The term "all members of the Audit Committee" as used in this Article and "all directors" as used in the preceding paragraph refers to those actually in office.

If the Company has appointed independent directors, when submitting a transaction involving the acquisition or disposal of assets to the Board for discussion in accordance with the preceding paragraph, the opinions of each independent director shall be fully considered, and their opinions or objections, along with their reasons, shall be included in the meeting minutes.

If the Company has been legally required to establish an Audit Committee, significant transactions involving assets or derivative products shall require the consent of more than half of all members of the Audit Committee and shall be submitted to the Board for a resolution, subject to the provisions of paragraphs 2 and 3 of Article 6.

The Company shall establish procedures for the acquisition or disposal of assets, which shall record the following matters and shall be carried out in accordance with the established procedures:

Scope of Assets.
Evaluation Procedure: This should include the method of price determination and the reference basis, etc.
Operating Procedures: These should include authorized limits, levels, implementing units, and transaction processes.
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Announcement Application Procedures.
The total amount of real estate and its right-to-use assets or securities acquired by the Company and its subsidiaries that are not for business use, and the limit of individual securities.
Control procedures for the acquisition or disposal of assets by subsidiaries.
Penalties for relevant personnel who violate this guideline or the company's procedures for acquiring or disposing of assets.
Other Important Matters.

In addition to complying with the preceding paragraph, the Company's related-party transactions, derivative transactions, mergers, divisions, acquisitions, or share transfers shall be handled in accordance with the procedures stipulated in these regulations.

If the Company does not intend to engage in derivative transactions, it may, upon approval by the Board of Directors, be exempted from establishing procedures for engaging in derivative transactions. Subsequently, if the Company wishes to engage in derivative transactions, it shall still comply with the preceding article and paragraph.

The Company's regulations regarding the acquisition or disposal of assets by its subsidiaries shall be handled in accordance with the procedures for the acquisition or disposal of assets by the parent company. If a subsidiary is not a domestically publicly listed company, and its acquisition or disposal of assets meets the requirements for public announcement and reporting stipulated in Article 15, the parent company shall handle the public announcement and reporting. The standard for subsidiary public announcement and reporting shall be based on the parent company's paid-in capital or total assets.

Article 7: The total amount of real estate or its right to use assets or securities acquired by the Company and its subsidiaries that are not for business use, and the limit on individual securities:

The limits on the Company's acquisition of real estate or its right to use assets or securities not for business use are as follows:
(1) The total amount of real estate or its right to use that is not used for business purposes shall not exceed 50% of the net value of the Company's most recent financial statements.
(2) The total amount of short-term marketable securities investments shall not exceed 50% of the net value of the Company's most recent financial statements, and the amount of individual short-term marketable securities investments shall not exceed 20% of the net value of the Company's most recent financial statements. The calculation of the amount of short-term marketable securities investments does not include negotiable time deposits, commercial paper, banker's acceptances, government bonds, and other marketable securities purchased for the purpose of fund allocation.
The limits for the acquisition of real estate or its right-to-use assets or securities by the Company's subsidiaries that are not for business use are as follows:
(1) The total amount of real estate or its right-to-use assets purchased that is not for business use shall not exceed 50% of the net value of each subsidiary's most recent financial statement.
(2) The total amount of securities invested in shall not exceed 50% of the net value of each subsidiary's most recent financial statement.
(3) The amount of investment in individual securities shall not exceed 20% of the net value of each subsidiary's most recent financial statement.

Article 8: Valuation and procedures for acquiring or disposing of real estate, equipment or their right-of-use assets

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Price Determination Methods and Reference Basis

When acquiring or disposing of real estate, equipment, or their right to use assets, the original user or relevant responsible entity shall submit a written explanation. The asset management unit shall then select a method of comparison, negotiation, or bidding, taking into account the current value announced, the appraised value, the actual transaction price of nearby real estate, and the recent transaction price of similar assets.

Request experts to issue an appraisal report.

For the acquisition or disposal of real estate, equipment, or their right to use assets, except for transactions with domestic government agencies, self-construction, leased construction, or acquisition or disposal of equipment or their right to use assets for business use, if the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, a valuation report issued by a professional appraiser must be obtained before the date of the event, and the following requirements must be met:

(1) If, due to special circumstances, a limited price or a specific price must be used as a reference for the transaction price, the transaction shall first be approved by a resolution of the board of directors; the same applies if there are any subsequent changes to the transaction terms.

(2) If the transaction amount is NT$500 million or more, at least two professional appraisers should be consulted for valuation.

(3) If the valuation results of a professional appraiser fall under any of the following circumstances, except that the valuation results of acquired assets are all higher than the transaction amount, or the valuation results of disposed assets are all lower than the transaction amount, an accountant should be consulted to provide specific opinions on the reasons for the differences and the appropriateness of the transaction price:

A. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount.

B. The difference between the valuations of two or more professional appraisers exceeds 10% of the transaction amount.

(4) The date of the report issued by the professional appraiser shall not exceed three months from the date of the contract. However, if the same announced present value is applied and the period is not more than six months, the original professional appraiser may issue an opinion.

(5) For those who acquire or dispose of assets through court auction procedures, the certificate issued by the court may be used in place of the valuation report.

Authorization Quota and Level

For the acquisition or disposal of real estate, equipment, or their right to use, if the amount is 10% (inclusive) or less of the company's capital, it shall be submitted to the General Manager for approval; if the amount is 20% (inclusive) or less of the company's capital, it shall be submitted to the Chairman for approval; if the amount exceeds 20% of the company's capital, it shall be submitted to the Board of Directors for approval. However, this does not apply to capital expenditure budgets approved by the Board of Directors in the annual budget.

Implementing Unit

The acquisition and disposal of real estate, equipment or their right-to-use assets by our company are carried out by the user departments and relevant responsible units.

Transaction Process

All transactions involving the acquisition or disposal of real estate, equipment, or the right to use such assets by the Company shall be conducted in accordance with the provisions of the Company's internal control system for the cyclical operation of real estate, plant and equipment.

Article 9: Valuation and Procedures for Acquiring or Disposing of Securities

Price Determination Methods and Reference Basis

When acquiring or disposing of securities, the most recent financial statements of the target company, audited and certified by an accountant, should be obtained before the date of the event as a reference for assessing the transaction price.

(1) The acquisition or disposal of securities that have been traded on a centralized trading market or at a securities firm’s business premises shall be determined according to the market price at that time.

(2) When acquiring or disposing of securities not traded on a centralized trading market or at a securities firm’s business premises, the most recent financial statements of the target company, audited or reviewed by an accountant, should be obtained before the date of the event, taking into account its net asset value per share, profitability, future development potential, market interest rate, bond coupon rate, debtor creditworthiness, and the transaction price at that time.

Request experts to provide opinions

When acquiring or disposing of securities, if any of the following circumstances exist and the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million, an accountant should be consulted to provide an opinion on the reasonableness of the transaction price before the event occurs. However, this does not apply if the securities have a publicly quoted price in an active market or if the Financial Supervisory Commission has other regulations.

(1) Acquiring or disposing of securities that are not traded on a stock exchange or at a securities firm’s business premises.

(2) Acquiring or disposing of privately placed securities.

(3) For those who acquire or dispose of assets through court auction procedures, the certificate issued by the court may replace the accountant's opinion.

Authorization Quota and Level

(1) For the acquisition or disposal of securities that have been traded on the centralized trading market or at the business premises of securities firms, if the transaction amount is NT$ 10 million (inclusive) or less, it must be submitted to the General Manager for approval through internal company approval; if the transaction amount exceeds NT$ 10 million, it must be approved by the Board of Directors.

(2) The acquisition or disposal of securities not traded on a centralized trading market or at a securities firm’s business premises shall be subject to a resolution of the board of directors. However, the board of directors may authorize the general manager to make such a decision within the limit of NT$ 10 million, and the decision shall be subject to ratification by the board of directors afterward.

Implementing Unit

The accounting department is responsible for handling the acquisition and disposal of the company's long-term and short-term securities investments.

Transaction Process

All transactions involving the acquisition or disposal of securities by the Company shall be conducted in accordance with the provisions of the Company’s internal control system for investment cycle -related operations.

Article 10: Assessment and Operating Procedures for Acquiring or Disposing of Intangible Assets or Their

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Right-to-Use Assets or Membership Certificates

Price Determination Methods and Reference Basis

When acquiring or disposing of intangible assets or their right-to-use assets or membership certificates, one should consider the potential future benefits of the asset, its fair market value, and, where necessary, consult with experts and reach an agreement with the counterparty.

Request experts to provide opinions

For any acquisition or disposal of intangible assets or their right to use or membership certificates, where the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million, except for transactions with domestic government agencies, an accountant should be consulted to provide an opinion on the reasonableness of the transaction price before the event occurs.

Authorization Quota and Level

For the acquisition or disposal of intangible assets or their right to use assets or membership certificates, transactions with a value of NT $5 million (inclusive) or less must be submitted to the General Manager for approval through internal approval; transactions with a value between NT$5 million and NT$10 million must be submitted to the Chairman for approval through internal approval; and transactions with a value exceeding NT$10 million must be approved by the Board of Directors.

Implementing Unit

The acquisition and disposal of intangible assets, their right-to-use assets, or membership certificates by the Company shall be carried out by the accounting unit, management unit, and relevant responsible units.

Transaction Process

All transactions involving the acquisition or disposal of intangible assets, their right-to-use assets, or membership certificates by the Company shall be conducted in accordance with the provisions of the Company's internal control system regarding procurement and payment cycles.

The calculation of the transaction amount under this Article shall be carried out in accordance with Article 15, Paragraph 1 (8) of this Procedure, and the term "Within one year" refers to the period one year prior to the date of occurrence of this transaction. Any portion that has been submitted to the Board of Directors for approval in accordance with this Procedure shall be exempted from further calculation.
The aforementioned recognition procedure shall be handled in accordance with the provisions of Article 6 of this processing procedure.

Article 11: Assessment and Procedures for Related Party Transactions

Price Determination Methods and Reference Basis

(1) When the Company acquires or disposes of assets or the right to use assets with related parties, in addition to handling relevant resolution procedures and assessing the reasonableness of transaction terms in accordance with the preceding article and this article, if the transaction amount reaches more than 10% of the Company's total assets, the Company shall also obtain a valuation report issued by a professional appraiser or an accountant's opinion in accordance with Articles 8 and 9 of this procedure.

(2) The calculation of the transaction amount shall be handled in accordance with the provisions of Article 10, Paragraph 6 of this procedure. When determining whether the counterparty to

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the transaction is a related party, in addition to paying attention to its legal form, the substantive relationship should also be considered.

For any transaction involving the acquisition or disposal of real estate or its right of use from related parties, or the acquisition or disposal of other assets besides real estate or its right of use with related parties, where the transaction amount reaches 20% of the company's paid-in capital, 10% of its total assets, or NT$300 million or more, except for the purchase or sale of domestic government bonds, bonds with buy-back or sell-back conditions, or the subscription or buy-back of money market funds issued by domestic securities investment trust companies, the following information must first be approved by the audit committee and submitted to the board of directors for resolution before the transaction contract can be signed and payments made :

(1) The purpose, necessity and expected benefits of acquiring or disposing of the asset or real estate.

(2) Reasons for selecting related parties as transaction counterparties.

(3) When acquiring real estate or its right to use assets from related parties, relevant information shall be used to assess the reasonableness of the transaction terms in accordance with the provisions of paragraphs 4 and 5 of this article.

(4) The original acquisition date and price of related parties, the transaction counterparties and their relationship with the company and related parties, etc.

(5) A forecast of cash inflows and outflows for each month of the coming year, starting from the month of contract signing, and an assessment of the necessity of the transaction and the rationality of the use of funds.

(6) Valuation report issued by a professional appraiser or opinion of an accountant.

(7) Restrictions and other important agreements in this transaction.

For publicly listed companies and their parent companies, subsidiaries, or subsidiaries whose 100% or 100% issued shares or total capital are directly or indirectly held by them, the board of directors may, in accordance with Article 8, Paragraph 3, authorize the chairman to make a preliminary decision within a certain limit, and then submit the transaction to the most recent audit committee and the board of directors for ratification:

(1) Acquiring or disposing of equipment or its right to use for business purposes.

(2) Acquiring or disposing of real estate use rights for business purposes.

If an organization has already appointed independent directors in accordance with this law, when submitting the matter to the board of directors for discussion in accordance with paragraph 1, it shall give full consideration to the opinions of each independent director. If any independent director has any objection or reservation, it shall be recorded in the minutes of the board meeting.

For those who have established an audit committee in accordance with this law, matters that require the approval of independent directors under paragraph 1 shall first be approved by more than half of all members of the audit committee and submitted to the board of directors for resolution, and the provisions of Article 6 shall apply mutatis mutandis.

If a publicly listed company or its subsidiary (not a domestic publicly listed company) engages in a transaction as described in Section I, and the transaction amount exceeds 10% of the publicly listed company's total assets, the publicly listed company shall submit all the information listed in Section I to its shareholders' meeting for approval before signing the transaction agreement and making payment. However, this restriction does not apply to transactions between the publicly listed company and its parent company, subsidiaries, or between its subsidiaries.

The calculation of the transaction amount in the first item and the preceding item shall be handled in accordance with Article 15, Paragraph 1 (8) of this procedure, and the term "Within one year" refers to the one year prior to the date of occurrence of this transaction. The portion that has been

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submitted to the shareholders' meeting, the board of directors and the independent directors for approval in accordance with this guideline shall be exempted from being included again.

5. Assessment of the Reasonableness of Transaction Costs

(1) When acquiring real estate or its right-to-use assets from related parties, the reasonableness of transaction costs should be assessed using the following methods:

A. The transaction price for related-party transactions shall include the necessary interest on the funds and the costs that the buyer is legally obligated to bear. The necessary interest cost shall be calculated based on the weighted average interest rate of the loans taken out by the company in the year the assets were acquired, but it shall not exceed the maximum borrowing rate for non-financial industries published by the Ministry of Finance.

B. If a related party has previously used the property as collateral for a loan from a financial institution, the total appraised value of the loan from the financial institution for that property must be at least 70% of the total appraised value, and the loan period must have exceeded one year. However, this does not apply if the financial institution and one of the parties to the transaction are related parties.

(2) When purchasing or leasing land and buildings of the same subject matter together, the transaction costs of the land and buildings may be assessed separately using any of the methods listed in paragraph (1) of this section.

(3) When acquiring real estate or its right-of-use assets from a related party, the cost of the real estate or its right-of-use assets shall be assessed in accordance with the provisions of paragraphs (1) and (2) of this section and an accountant shall be consulted for review and specific opinion.

(4) When acquiring real estate or its right-of-use assets from a related party, the provisions of paragraph 2 of this article shall apply, and the provisions of paragraphs (1) to (3) shall not apply, in any of the following circumstances.

A. The related party acquired the real estate or its right to use the property through inheritance or gift.

B. More than five years have passed since the related party entered into the contract to acquire the real estate or its right to use the assets.

C. Acquire real estate by signing a joint construction contract with related parties, or by entrusting related parties to construct real estate through self-construction, leased land construction, or other similar means.

D. A publicly listed company and its parent company, subsidiaries, or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital of each other acquire real estate use rights for business purposes.

If the valuation results under paragraphs (1) and (2) of the preceding paragraph are both lower than the transaction price, the provisions of paragraph 7 of this Article shall apply. However, this shall not apply if the following circumstances exist, and objective evidence is presented, along with specific reasonable opinions from real estate appraisers and accountants:

(1) If a related party acquires or leases the land and then constructs a building thereon, they may provide evidence that one of the following conditions is met:

A. The land shall be assessed according to the method stipulated in Section 5. For buildings, the assessment shall be based on the construction costs of the related parties plus reasonable construction profits, and the total amount shall exceed the actual transaction price. The so-called reasonable construction profit shall be the lower of the average gross profit margin of the construction department of the related parties in the most recent three years or the gross profit margin of the construction industry published by the Ministry of Finance in the most recent period.

B. Other unrelated transactions involving the same property on other floors or in adjacent

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areas within the past year, with similar areas and comparable transaction conditions after assessment based on reasonable floor or area price differences as per real estate sales or leasing practices.

(2) The applicant must provide evidence that the real estate purchased from a related party or the right to use real estate acquired through leasing is comparable in terms of transaction conditions and area to other non-related party transactions in the same neighborhood within the past year. "Transactions in the same neighborhood" refers to those within the same or adjacent street block and within 500 meters of the property being traded, or those with similar publicly announced market value. "Similar area" refers to transactions where the area of other non-related party transactions is not less than 50% of the area of the property being traded. "Within one year" refers to the period preceding the date of acquisition of the real estate or its right to use the property, calculated retroactively for one year.

When acquiring real estate or its right-to-use assets from related parties, if the appraisal results according to paragraphs four and five are both lower than the transaction price, the following procedures shall be followed:

(1) The difference between the transaction price and the valuation cost of real estate or its right-to-use assets shall be set aside as a special surplus reserve in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act, and shall not be distributed or transferred to increase capital or issue new shares. If the investor whose investment in the Company is valued using the equity method is a publicly traded company, the investor shall also set aside a special surplus reserve in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act in proportion to its shareholding.

(2) The audit committee shall act in accordance with Article 14-4 of the Securities and Exchange Act and Article 218 of the Company Act.

(3) The handling of (i) and (ii) of this paragraph shall be reported to the shareholders' meeting and the details of the transaction shall be disclosed in the annual report and the prospectus.

(4) If a special surplus reserve has been set aside in accordance with the foregoing provisions, it shall be used only after the assets purchased or leased at a high price have been recognized as depreciation losses or disposed of or the lease terminated to provide appropriate compensation or restore the original condition, or there is other evidence to determine that there is no unreasonableness, and with the consent of the Financial Supervisory Commission.

If there is other evidence that the Company acquires real estate or its right to use assets from related parties, the Company shall also is dealt with in accordance with the provisions of Section 7 if such transaction is not in accordance with normal business practices.

Article 12: Assessment and procedures for acquiring or disposing of claims against financial institutions

In principle, the Company does not engage in transactions involving the acquisition or disposal of claims against financial institutions. If the Company wishes to engage in such transactions in the future, it will submit the matter to the Board of Directors for approval before establishing the relevant assessment and operating procedures.

Article 13: Assessment and procedures for acquiring or disposing of derivative products

Transaction Principles and Policies

(1) Types of Transactions

A. The types of derivative transactions that may be conducted refer to transaction contracts whose value is derived from assets, interest rates, exchange rates, indices or other benefits, including forward contracts (excluding insurance contracts, performance

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contracts, after-sales service contracts, long-term lease contracts and long-term purchase and sale contracts), options, futures, exchanges, and composite contracts composed of the above commodities, etc. Bond margin trading is also subject to the same provisions.

B. The nature of the derivative transactions conducted by our company is divided into two categories based on their purpose: "non-trading" (hedging transactions not for the purpose of trading) and "trading" (non-hedging transactions for the purpose of trading).

C. The Company may engage in derivative products, but currently should focus on hedging exchange rate and interest rate risks arising from the Company's business operations. For other derivative products, the Board of Directors may authorize the General Manager to make decisions within US$1 million, subject to subsequent approval by the Board of Directors. Transactions exceeding US$1 million require a resolution from the Board of Directors before they can proceed.

(2) Business or risk-averse strategies

A. When engaging in derivatives trading, our company should aim to mitigate risks, and the traded products should primarily be those that mitigate risks arising from our business operations.

B. The counterparties for derivative transactions of the Company shall be selected from financial institutions with better conditions to conduct hedging transactions in accordance with the Company's operational needs, so as to avoid credit risk.

(3) Division of Powers and Responsibilities

Our company engages in derivatives trading, and the responsibilities of each unit are divided as follows:

A. Trading personnel: The personnel are appointed by the general manager and are responsible for formulating operational strategies for commodity futures trading and carrying out various transactions within their authorized scope.

B. Finance Unit: Responsible for formulating operational strategies for derivative products other than commodity futures, and conducting various transactions within the authorized scope.

C. Accounting Unit: Responsible for accounting treatment of derivative transactions, preparation of financial statements, and periodic data compilation.

D. Auditing Unit: Understand the appropriateness of internal controls such as the division of responsibilities and operating procedures, and verify the transaction unit's compliance with this procedure.

E. This company engages in derivatives trading. For "non-trading" purposes, transactions shall be conducted within the following authorized scope:

Hierarchy	Cumulative net area
Board resolution passed	More than $2 million
After the chairman approves, The most recent board ratification was submitted.	More than $1 million
$2 million (inclusive) and below
After the general manager approves, it is submitted to the chairman.	$1 million (inclusive) and below

F. The Company engages in derivative transactions. If the transaction is for a "trading" purpose, each transaction must be approved by the General Manager and submitted to the most recent Board of Directors for ratification.

(4) Performance evaluation

A. "Non-trading" derivative products: Depending on the type of traded product, the accounting unit shall use the realized net profit or loss position as the basis for

performance evaluation after the close of trading on each contract expiration date. The profit and loss performance shall be compared with the set trading targets and reviewed regularly, and submitted to the general manager for approval.

B. "Trading" derivative products: Realized positions are evaluated based on actual profits and losses by the accounting unit. Unrealized positions are evaluated based on the net profit and loss and total amount of open positions settled daily at the closing price.

(5) Total Contract Amount

The total value of contracts for "non-trading" derivative transactions by the Company shall not exceed the net foreign exchange risk arising from actual business needs, while the total value of contracts for "trading" derivative transactions shall be limited to 20% of the Company's net asset value.

(6) Maximum Loss

A. The purpose of trading in "non-trading" derivatives is to hedge risks, and the maximum loss on all or individual contracts shall not exceed 20% of the total or individual contract amount.

B. For trading contracts of "trading" derivative products, after the position is established, a stop-loss point should be set to prevent excessive losses. The maximum loss for all or individual contracts is 20% of the total or individual contract amount. If the loss exceeds 20% of the transaction amount, it should be reported to the general manager and the board of directors to discuss necessary countermeasures.

C. The maximum annual loss limit for the Company's "trading" derivatives is US$300,000. The maximum loss limit for all or individual contracts is based on the total or individual contract amount.

Risk Management Measures

(1) Scope of Risk Management

A. Credit Risk Management – Transaction partners should be reputable domestic and international financial institutions that can provide professional information. The finance manager is responsible for controlling the transaction volume with financial institutions, avoiding excessive concentration, and adjusting the transaction volume according to market changes.

B. Market Risk Management – Select markets where pricing information is fully disclosed.

C. Liquidity Risk Management – To ensure liquidity, financial institutions conducting transactions must have sufficient equipment, information and trading capabilities, and be able to trade in any market.

D. Cash Flow Risk Management – To ensure the stability of the company's working capital turnover, the funds used by the company for derivative transactions are limited to its own funds, and the amount of the transactions should take into account the cash inflow and outflow forecasts for the next three months.

E. Operational Risk Management – It is imperative to strictly adhere to the authorized limits, operating procedures, and other regulations established by the company in order to avoid operational risks.

F. Legal Risk Management – Any document signed with a financial institution must be reviewed by a legal department before it can be formally signed to avoid legal risks.

G. Commodity Risk Management – The finance department and the trading bank should have complete and accurate professional knowledge of the financial products they trade, and require the bank to fully disclose the risks in order to avoid losses due to misuse of financial products.

(2) Personnel engaged in derivative transactions and personnel engaged in confirmation, delivery and other operations shall not hold concurrent positions.

(3) Personnel responsible for risk measurement, monitoring and control shall be in different

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departments from those mentioned in the preceding paragraph and shall report to the board of directors or to senior executives who are not responsible for transaction or position decisions.

(4) Positions held in derivatives trading shall be evaluated periodically in accordance with the provisions of paragraph 4(1) of this Article.

3. Internal Audit System

The company's internal auditors shall regularly review the adequacy of the internal controls over derivatives trading and audit the trading department's compliance with procedures for handling derivatives trading on a monthly basis, and prepare an audit report. If any major violations are found, they shall be notified in writing to the independent directors and members of the audit committee.

4. Periodic Assessment Methods and Handling of Abnormal Situations

(1) Positions held in derivatives trading should be assessed at least weekly, except for hedging transactions that are necessary for business purposes, which should be assessed at least twice a month. The assessment report should be submitted to a senior executive authorized by the board of directors.

(2) The Board of Directors shall authorize senior executives to regularly supervise and evaluate whether the current risk management measures are appropriate, whether derivative transactions are conducted in accordance with regulations, whether the performance of derivative transactions is in line with the established business strategy, and whether the risks undertaken are within the company's acceptable range. If any abnormalities are discovered, necessary countermeasures shall be taken and the Board of Directors shall be notified immediately.

5. Supervision and Management of the Board of Directors

(1) The Company engages in derivatives trading, and the Board of Directors shall supervise and manage such transactions in accordance with the following principles:

A. Designated senior executives should pay close attention to the supervision and control of risks associated with derivatives trading.

B. Regularly evaluate whether the performance of derivatives trading is in line with the established business strategy and whether the risks undertaken are within the company's acceptable range.

(2) Senior executives authorized by the board of directors shall manage derivative transactions in accordance with the following principles:

A. Regularly assess the appropriateness of the current risk management measures and ensure that they are handled in accordance with the Financial Supervisory Commission's "Guidelines for the Handling of Assets Acquired or Disposed of by Publicly Issued Companies" and this procedure.

B. Monitor transactions and profit and loss. If any abnormalities are found, take necessary countermeasures and report to the board of directors immediately. If independent directors have been appointed, an independent director should attend the board meeting and express his opinion.

(3) If the Company engages in derivative transactions and authorizes relevant personnel to handle such transactions in accordance with the provisions of this procedure, the matter shall be reported to the Board of Directors afterward.

When engaging in derivative transactions, the Company shall establish a register to record in detail the types and amounts of derivative transactions, the date of board approval, and matters
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that should be carefully assessed pursuant to paragraph 4(1), 5(1) 2 and (2) 1 of this Article.

7. Announcement Application Procedure

The Company shall, in accordance with the requirements of the competent authority, announce and report on the derivative transactions conducted by the Company and its non-domestic publicly traded subsidiaries up to the end of the previous month.

Article 14: Valuation and operating procedures for mergers, divisions, acquisitions or share transfers

1. Methods and Reference Basis for Determining Transaction Consideration

When handling mergers, divisions, acquisitions, or share transfers, our company shall comprehensively consider the past and future financial and business conditions of the participating companies, the expected future benefits, the fair method of market-determined transaction prices, and refer to the professional opinions of accountants, lawyers, or securities underwriters, and negotiate prices with the parties involved in the merger, division, acquisition, or share transfer.

2. Request experts to provide opinions

Before a company undertakes a merger, division, acquisition, or share transfer, it shall, prior to convening a board resolution, engage an accountant, lawyer, or securities underwriter to provide an opinion on the reasonableness of the share exchange ratio, acquisition price, or cash or other assets allocated to shareholders, and submit this opinion to the board for approval. However, for publicly listed companies merging with subsidiaries that they directly or indirectly hold 100% of their issued shares or total capital or for mergers between subsidiaries that they directly or indirectly hold 100% of their issued shares or total capital, the aforementioned expert opinion may be waived.

3. Decision-making levels

All decisions regarding mergers, divisions, acquisitions, or share transfers by our company shall be made in accordance with the provisions of the Companies Act and other relevant laws.

4. Submission of relevant documents and disclosure of information when the resolution fails to pass at the shareholders' meeting

(1) When the Company undertakes a merger, division, or acquisition, it shall prepare a public document to shareholders outlining the key terms and related matters of the merger, division, or acquisition before the shareholders' meeting. This document, along with the expert opinion in paragraph 2 of section 1 of this article and the notice of the shareholders' meeting, shall be delivered to shareholders as a reference for their decision on whether to approve the merger, division, or acquisition. However, this shall not apply if a shareholders' meeting is exempted from being convened to resolve a merger, division, or acquisition under other laws.

(2) If, in any of the companies involved in a merger, division or acquisition, a shareholders' meeting cannot be convened or a resolution cannot be passed due to insufficient attendance, insufficient voting rights or other legal restrictions, or if a resolution is rejected by the shareholders' meeting, the company involved in the merger, division or acquisition shall immediately publicly explain the reasons for the occurrence, the follow-up procedures and the expected date of the shareholders' meeting.

5. Dates of Audit Committee, Board of Directors and Shareholders' Meetings

(1) When the Company conducts a merger, division or acquisition, unless otherwise stipulated by other laws or with prior approval from the Financial Supervisory Commission due to special

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circumstances, the Company shall convene an audit committee, board of directors and shareholders' meeting on the same day as the companies involved in the merger, division or acquisition to resolve matters related to the merger, division or acquisition.

(2) When the Company acquires shares, unless otherwise stipulated by other laws or with prior approval from the Financial Supervisory Commission due to special circumstances, the Company shall convene an audit committee meeting and a board meeting on the same day as the company participating in the share acquisition.

(3) Companies involved in mergers, divisions, acquisitions, or share transfers that are listed or whose shares are traded at securities brokerage offices shall keep complete written records of the following information for five years for audit purposes:

A. Basic personnel information: including the titles, names, and ID numbers (or passport numbers if foreigners) of all persons involved in the merger, division, acquisition, or share transfer plan or its execution before the information was made public.

B. Important Dates: These include dates for signing letters of intent or memorandums of understanding, engaging financial or legal advisors, signing contracts, and the dates of audit committee and board meetings.

C. Important documents and minutes: including merger, division, acquisition or share transfer plans, letters of intent or memorandums, important contracts, audit committee minutes and board meeting minutes, etc.

(4) Companies that participate in mergers, divisions, acquisitions or share transfers of listed companies or whose shares are traded at securities firms' offices shall, within two days from the date of the board resolution, submit the information in paragraph (3) 1 and 2 in accordance with the prescribed format to the competent authority for record-keeping via the Internet information system.

(5) If any of the companies involved in a merger, division, acquisition or share transfer is not a listed company or whose shares are traded on a securities firm's premises, the listed company or whose shares are traded on a securities firm's premises shall enter into an agreement with it and act in accordance with the provisions of paragraphs (3) and (4) of this section.

Confidentiality Obligations and Prevention of Insider Trading

All persons involved in or aware of the merger, division, acquisition or share transfer plan shall provide a written confidentiality commitment, and shall not disclose the contents of the plan to any third party before the information is made public, nor shall they buy or sell, either on their own or in the name of others, any shares or other equity securities of any company related to the merger, division, acquisition or share transfer.

Principles for Changing the Share Exchange Ratio or Acquisition Price

Except as provided below, the share exchange ratio or acquisition price in which the Company participates in a merger, division, acquisition, or share transfer shall not be arbitrarily changed, and the circumstances under which such changes may be made shall be stipulated in the merger, division, acquisition, or share transfer agreement:

(1) Handling cash capital increases, issuing convertible corporate bonds, granting rights issues, issuing corporate bonds with warrants, preferred shares with warrants, warrants and other securities with equity characteristics.

(2) Actions that affect the company's financial operations, such as the disposal of significant company assets.

(3) Major disasters, major technological changes, or other events that affect the company's shareholders' equity or securities prices.

(4) Adjustment of the repurchase of treasury shares by any party to a company participating in a merger, division, acquisition or share transfer in accordance with the law.

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(5) The number of entities or companies involved in the merger, division, acquisition or share transfer increases or decreases.
(6) Other conditions that have been stipulated in the contract and can be changed, and have been publicly disclosed.

Matters that should be specified in the contract

When our company participates in a merger, division, acquisition, or share transfer, the agreement shall specify the rights and obligations of the participating company and shall include the following:

(1) Handling of breach of contract.
(2) Principles for handling equity securities or treasury shares that were issued or repurchased before a company was dissolved or divided due to a merger.
(3) The number of treasury shares that the participating company may legally repurchase after the benchmark date for calculating the share exchange ratio and the principles for handling such shares.
(4) How to handle changes in the number or number of participating entities.
(5) Expected progress of the plan and expected completion schedule.
(6) If the plan is not completed by the deadline, the relevant procedures such as the scheduled date of the shareholders' meeting shall be handled in accordance with the law.

If any party to a merger, division, acquisition, or share transfer intends to merge, divide, acquire, or transfer shares with another company after the information has been made public, the participating companies shall be exempt from holding a new shareholders' meeting unless the number of participating companies decreases and the shareholders' meeting has resolved and authorized the board of directors to change the powers. In the event that the original merger, division, acquisition, or share transfer case has been completed, all participating companies shall repeat the procedures or legal acts.
If any of the companies involved in a merger, division, acquisition, or share transfer is not a publicly listed company, the Company shall enter into an agreement with them and comply with the provisions of paragraphs 5 to 9 of Section 1 of this Article.

Article 15: Announcement Application Procedure

In the event of any of the following circumstances involving the acquisition or disposal of assets, the Company shall, according to the nature of the asset and in accordance with the prescribed format, submit a public announcement on the website designated by the Financial Supervisory Commission within two days from the date of the event:

(1) estate or its right-to-use assets from related parties, or acquiring or disposing of other assets besides real estate or its right-to-use assets with related parties, and the transaction amount reaches 20% of the company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the purchase and sale of domestic government bonds, bonds with buy-back or sell-back conditions, or the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises.
(2) To merge, split, acquire or transfer shares.
(3) Losses from derivative transactions that reach the maximum amount of losses for all or individual contracts as stipulated in the established procedures.
(4) The type of assets acquired or disposed of is equipment or its right to use for business use, and the counterparty in the transaction is not a related party, and the transaction amount meets one of the following requirements:

A. Publicly listed companies with paid-in capital of less than NT$10 billion, but with a

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transaction amount of NT$500 million or more.

B. Publicly listed companies with paid-in capital of NT$10 billion or more, and transaction amounts of NT$1 billion or more.

(5) A publicly listed company engaged in construction business acquires or disposes of real estate or its right to use for construction purposes, and the counterparty is not a related party, and the transaction amount is NT$500 million or more; among which, the paid-in capital is NT$10 billion or more, and the disposal of real estate of a completed construction project built by the company itself, and the counterparty is not a related party, the transaction amount is NT$1 billion or more.

(6) Acquiring real estate through self-construction, leased construction, joint construction of sub-buildings, joint construction of profit sharing, or joint construction of sub-sales, and the transaction counterparties are related parties, with the company expecting to invest more than NT$500 million in transaction amount.

(7) Asset transactions, disposal of claims by financial institutions, or investments in mainland China, other than those mentioned in (1) to (6) above, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following situations are not subject to this restriction:

A. Buying and selling domestic government bonds or foreign government bonds with a credit rating no lower than China's sovereign rating.

B. For investors as professionals, the following actions may be taken: buying and selling securities at stock exchanges or securities firms' business premises; buying and selling securities subscribed to or purchased by securities firms in the primary market in accordance with regulations; subscribing to foreign government bonds or ordinary corporate bonds issued and general financial bonds (excluding subordinated bonds) issued in the primary market; subscribing to or buying back securities investment trust funds or futures trust funds; subscribing to or selling back index investment securities; or securities subscribed to by securities firms as required by underwriting business or as advisors to emerging stock companies in accordance with the regulations of the Taiwan Securities and Exchange Center.

C. Buying and selling bonds with buyback or sellback conditions, and subscribing to or buying back money market funds issued by domestic securities investment trust companies.

(8) The aforementioned transaction amount shall be calculated in the following manner:

A. Amount of each transaction.

B. The total amount of transactions involving the acquisition or disposal of the same type of subject matter with the same counterparty within one year.

C. The amount of real estate or its right to use assets acquired or disposed of within one year (acquisition and disposal are accumulated separately) under the same development project.

D. The total amount of the same securities acquired or disposed of within one year (acquisition and disposal are accumulated separately).

E. The term "Within one year" in this section refers to the period preceding the date of this transaction, and is calculated retroactively for one year. Any portion that has already been publicly announced in accordance with regulations is exempt from being included again.

The Company shall, in accordance with the prescribed format, submit the information on the derivative transactions conducted by the Company and its subsidiaries that are not publicly listed companies in China up to the end of the previous month to the information reporting website designated by the Financial Supervisory Commission before the 10th of each month.
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If there are any errors or omissions in the announcement of projects that the Company is required to announce, and corrections are required, the Company shall re-announce and declare all projects within two days from the date of becoming aware of the error.
When the Company acquires or disposes of assets, it shall keep the relevant contracts, minutes, reference books, valuation reports, and opinions from accountants, lawyers or securities underwriters at the Company for at least five years, unless otherwise required by law.
If any of the following circumstances occur after the Company has publicly announced and reported a transaction in accordance with the preceding provisions, the Company shall, within two days from the date of the occurrence of the transaction, submit the relevant information to the website designated by the Financial Supervisory Commission for public announcement and reporting:

(1) The relevant contracts signed in the original transaction have been amended, terminated or rescinded.

(2) The merger, division, acquisition or share transfer was not completed in accordance with the contractual schedule.

(3) The content of the original announcement has been changed.

If any subsidiary of the Company is not a publicly listed company in China, and its acquisition or disposal of assets reaches the threshold for public disclosure as stipulated in this Article, the Company shall handle the public disclosure on its behalf. The threshold for public disclosure applicable to subsidiaries, which requires reaching 20% of paid-in capital or 10% of total assets, is based on the Company's paid-in capital or total assets.

Article 16: Control procedures for the acquisition or disposal of assets by subsidiaries

The provisions of this Company regarding the acquisition or disposal of assets by its subsidiaries shall be handled in accordance with the procedures for the acquisition or disposal of assets by the parent company. If the subsidiary is not a publicly listed company in China and the acquisition or disposal of assets meets the requirements for public announcement and reporting as stipulated in Article 15, the parent company shall handle the public announcement and reporting matters.
Each subsidiary shall report any acquisition or disposal of assets to the Company before the event occurs. The Company's accounting department shall assess the feasibility, necessity, and reasonableness of such acquisition or disposal of assets, and subsequently track the implementation status and conduct analysis and review.
The Company's internal auditors shall periodically audit each subsidiary's compliance with the "Acquisition or Disposal of Assets Procedures" and prepare audit reports. After the audit report is reviewed, the findings and recommendations shall be communicated to each audited subsidiary for improvement, and follow-up reports shall be prepared periodically to ensure that appropriate improvement measures have been taken in a timely manner.
For foreign subsidiary shares with no par value or a par value not exceeding NT$10 per share, the transaction amount stipulated in Articles 8 to 11 and Article 15 regarding 20% of the paid-in capital shall be calculated as 10% of the equity attributable to the parent company's owners.

Article 17: Supplement to relevant laws and regulations

The requirement of 10% of total assets shall be calculated based on the total asset amount in the most recent individual or separate financial report as required by the financial reporting standards

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for securities issuers.

For company shares with no par value or a par value not exceeding NT$10 per share, the transaction amount stipulated in this standard for 20% of the paid-in capital shall be calculated based on 10% of the equity attributable to the parent company's owners; the transaction amount stipulated in this procedure for paid-in capital reaching NT$10 billion shall be calculated based on NT$20 billion of the equity attributable to the parent company's owners.

Any matters not covered in this procedure shall be handled in accordance with the relevant laws and regulations.

Article 18: Penalties

If any personnel of our company violate the Financial Supervisory Commission's "Guidelines for the Handling of Acquisition or Disposal of Assets by Publicly Listed Companies" or our company's "Procedures for the Handling of Acquisition or Disposal of Assets" when handling the acquisition or disposal of assets, they will be subject to periodic assessments in accordance with our company's personnel management regulations and employee reward and punishment management regulations, and will be punished according to the severity of the circumstances.

Article 19: Implementation

This procedure is implemented only after being approved by more than half of all members of the Audit Committee and passed by a resolution of the Board of Directors, and the same applies when it is amended.

If the preceding paragraph does not require the consent of more than half of all members of the audit committee, it may be carried out with the consent of more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.

The term "all members of the audit committee" as used in this article and "all directors" as used in the preceding paragraph shall be calculated based on those actually in office.

When submitting proposals to the Board of Directors for discussion in accordance with the preceding paragraph, the opinions of each independent director shall be fully considered. If any independent director has any objection or reservation, it shall be recorded in the minutes of the Board meeting, and the same shall apply when making amendments.

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[Attachment 12]

AMIA CO., LTD.
List of Directors and Independent Directors Candidates

No.	Position	Name / (Gender)	Education and experience
1	Director	CHEN, KUO-CHIN (Male)	• Department of Chemical Engineering, National Taiwan University
• Founder of AMIA CO., LTD.	• Chief Engineer of Production Technology Department of AMIA CO., LTD.
• Director of YIO-YEN ENTERPRISE CO., LTD.
• Director of BARKO INDUSTRIES CO., LTD.
• Vice Chairman of GOLD PARTNER ENTERPRISES (KUNSHAN) CO., LTD.
• Director of BAEK SUK IND CO., LTD.	None	NA
2	Director	CHEN, YEN-HENG (Male)	• Ph.D. in Chemical Engineering, National Tsing Hua University
• "Ministry of Economic Affairs Industrial Talent Ability Appraisal" Professional Committee of Circuit Board Process Engineer Ability Appraisal
• Director of Taoyuan City Waste Removal and Disposal Association
• Member of PCA PCB Academy Committee	• General Manager, R&D Supervisor, Business Supervisor, AMIA CO., LTD.
• Chairman of BARKO INDUSTRIES CO., LTD.	None	NA
3	Director	CHEN, MIN-HSIUNG (Male)	• Junior high school graduation
• Technical Specialist of Taiwan Power Company
• Founding Chairman of Taiwan Resource Recycling Industries Association
• Member of The Formosa Association of Resource Recycling
• Honorary Chairman of Taiwan Resource Recycling Industries Association	• Assistant Manager of AMIA CO., LTD.
• Chairman of AMIA (HUIYANG) CO., LTD	None	NA
4	Director	CHEN, CHIU-HUNG (Female)	• SHILIN High School of Commerce
• Finance director of foreign trade company	• Chairman of YIO-YEN ENTERPRISE CO., LTD.
• Supervisor of GOLD PARTNER ENTERPRISES (KUNSHAN) CO., LTD.
• Associate Manager of PERSEE CHEMICAL CO., LTD.
• Supervisor of BARKO INDUSTRIES CO., LTD.
• Director of ALLWIN STAR INTERNATIONAL CO., LTD.
• Director of HOYA MAX INTERNATIONAL CO., LTD.
• Supervisor of BAEK SUK IND CO., LTD.	None	NA

No.	Position	Name / (Gender)	Education and experience
5	Director	LIAO, HUI-CHUN (Female)	• Master of Business Studies at the University of California, Riverside
• Assistant vice president of Direct Investment of CDIB Capital Group	• Senior Associate of CDIB CAPITAL MANAGEMENT CORPORATION
• Independent Directors of STL TECHNOLOGY CO., LTD.	None	NA
6	Independent Director	WAN, QI-CHAO (Male)	• Ph.D., Department of Chemical Engineering, Columbia University
• Professor, Director of R&D, Chief Secretary, Chair Professor, Department of Chemical Engineering, National Tsing Hua University
• Emeritus Professor, Department of Chemical Engineering, National Tsing Hua University
• Executive Secretary, Science and Technology Advisory Group, Executive Yuan
• Executive Secretary of the National Science Council Sustainability Committee	• Secretary General of K.T. Li Foundation for Development of Science and Technology
• Director of JINWEN University of Science and Technology	None	None
7	Independent Director	YANG, JIA-CHENG (Male)	• Ph.D. in Chemical Engineering, National Tsing Hua University
• Director of E-Tech Advanced Co., Ltd.
• Director of YIHANG Investment Co., Ltd.	• Director of Application Products, Asia Pacific, AVANTOR PERFORMANCE MATERIALS TAIWAN CO., LTD.
• Director of GREENFILTEC LTD.
• Director of JTECHONE Corp.
• Supervisor of DOCTECH limited
• Director of HIGH PERFORMANCE SOLUTION LIMITED	None	None
8	Independent Director	WU, BANG-HAO (Male)	• Ph.D. in Chemical Engineering, National Tsing Hua University
• Manager of R&D Department of DELSOLAR Co., Ltd.	• General Manager of TERASOLAR ENERGY MATERIALS CORP.
• Director of TERASOLAR ENERGY MATERIALS CORP.	None	None
9	Independent Director	HUANG, PEI-HUA (Female)	• National YANG MING CHIAO TUNG University - Master of Finance, School of Management
• Audit Manager, KPMG Taiwan	• LAN-JAI CPAs FIRM Chartered Accountants
• Independent Directors of MAJOR POWER TECHNOLOGY CO., LTD.
• Independent Directors of Jesper Co.,Ltd.	None	None

【Attachment 13】

AMIA CO., LTD.

Details of the application to lift the non-compete restrictions for directors

Number	Identity	Name	Explanation
1	Director	CHEN, KUO-CHIN	1. Director of YIO-YEN ENTERPRISE CO., LTD. (100% subsidiary)
2. Director of BARKO INDUSTRIES CO., LTD. (100% subsidiary)
3. Vice Chairman of GOLD PARTNER ENTERPRISES (KUNSHAN) CO., LTD. (100% sub-subsidiary)
4. Director of BAEK SUK IND CO., LTD.
2	Director	CHEN, YEN-HENG	1. Chairman of BARKO INDUSTRIES CO., LTD. (100% subsidiary)
3	Director	CHEN, MIN-HSIUNG	1. Chairman of AMIA (HUIYANG) CO., LTD (100% subsidiary)
4	Director	CHEN, CHIU-HUNG	1. Chairman of YIO-YEN ENTERPRISE CO., LTD. (100% subsidiary)
2. Supervisor of GOLD PARTNER ENTERPRISES (KUNSHAN) CO., LTD. (100% sub-subsidiary)
3. Associate Manager of PERSEE CHEMICAL CO., LTD. (100% subsidiary)
4. Supervisor of BARKO INDUSTRIES CO., LTD. (100% subsidiary)
5. Director of ALLWIN STAR INTERNATIONAL CO., LTD. (100% sub-subsidiary)
6. Director of HOYA MAX INTERNATIONAL CO., LTD. (100% subsidiary)
7. Supervisor of BAEK SUK IND CO., LTD.
5	Director	LIAO, HUI-CHUN	1. Senior Associate of CDIB CAPITAL MANAGEMENT CORPORATION
2. Independent Directors of STL TECHNOLOGY CO., LTD.
6	Independent Director	WAN, QI-CHAO	1. Secretary General of K.T. Li Foundation for Development of Science and Technology
2. Director of JINWEN University of Science and Technology
7	Independent Director	YANG, JIA-CHENG	1. Director of Application Products, Asia Pacific, AVANTOR PERFORMANCE MATERIALS TAIWAN CO., LTD.
2. Director of GREENFILTEC LTD.
3. Director of JTECHONE Corp.
4. Supervisor of DOCTECH limited
5. Director of HIGH PERFORMANCE SOLUTION LIMITED
8	Independent Director	WU, BANG-HAO	1. General Manager and Director of TERASOLAR ENERGY MATERIALS CORP.
9	Independent Director	HUANG, PEI-HUA	1. LAN-JAI CPAs FIRM Chartered Accountants
2. Independent Directors of MAJOR POWER TECHNOLOGY CO., LTD.
3. Independent Directors of JESPER CO., LTD.

【Appendix 1】

AMIA CO., LTD.

Rules of Procedure for Shareholders' Meetings

7th Amendment on May 24, 2023

Article 1 To establish a strong governance system and sound supervisory capabilities for the shareholders' meetings of the Company, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" jointly established by Taiwan Stock Exchange Corporation and Taipei Exchange.

Article 2 The rules of procedures for shareholders' meeting of the Company, except as otherwise provided by law, regulation or the articles of incorporation, shall be as provided in these Rules.

Article 3 Convention of shareholders' meeting and meeting notice

Unless otherwise provided by law or regulation, the shareholders' meetings of the Company shall be convened by the board of directors.

The Company shall convene a video meeting of shareholders' meetings, except as otherwise provided in the guidelines for the handling of shares of a publicly offered company, shall be set forth in the articles of association and resolved by the board of directors, and the video shareholders' meeting shall be implemented by the board of directors with the presence of more than two-thirds of the directors and the consent of a majority of the directors present. Any change in the method of convening the shareholders' meeting of the Company shall be subject to a resolution of the board of directors and shall be made no later than before the notice of the shareholders' meeting is sent.

The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) thirty days before the date of an ordinary shareholders' meeting or fifteen days before the date of an extraordinary shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS twenty-one days before the date of the regular shareholders' meeting or fifteen days before the date of the special shareholders' meeting.

However, if the paid-in capital of the Company reaches NT$10 billion or more on the end of the latest fiscal year, or if the total foreign and mainland shareholding ratio recorded in the shareholders' book of the latest fiscal year reaches more than 30%, the transmission of the electronic file shall be completed 30 days before the ordinary meeting of shareholders.

In addition, fifteen days prior Company the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated.

The handbook and supplementary materials of the meeting in the preceding paragraph shall be provided to shareholders for reference by the Company on the day of the shareholders' meeting in the following ways:

When a physical shareholders' meeting is held, it should be distributed at the shareholders' meeting.
When a video auxiliary shareholders' meeting is held, it should be distributed at the shareholders' meeting and transmitted to the video conference platform in electronic files.
When a video shareholders' meeting is held, it should be transmitted to the video conference platform as an electronic file.

The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or other method in the same meeting.

A shareholder holding one percent or more of the total number of the issued shares may submit to the Company a proposal for discussion at a general shareholders’ meeting. The number of items proposed is limited only to one, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances described in Subparagraph 4 of Paragraph 1 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Shareholders may submit suggestive proposals for urging the Company to promote public interests or fulfill its social responsibilities, provided that the procedure shall comply with relevant provisions of Article 172-1, and the number of items so proposed shall be limited to one only, and no proposal containing more than one item shall be included in the meeting agenda.

Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that the receipt of shareholders’ proposals, acceptance method in writing or in electronic method, location and the time period for accepting submission; the period for accepting submission of shareholder proposals shall not be less than ten days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

Article 4 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail; unless a declaration is made to cancel the previous proxy appointment.

After the service of the power of attorney of a proxy to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or

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to exercise his/her/its voting power in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the Company at least two days prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue. Otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

After the power of attorney is delivered to the Company, if the shareholders wish to attend the shareholders' meeting by video, they shall notify the Company in writing of the revocation of the proxy two days before the shareholders' meeting; In case of revocation within the time limit, the voting rights exercised by proxy shall prevail.

Article 5 Principles for shareholders' meeting convention time and venue

The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

When the Company convenes a video shareholders' meeting, it shall not be restricted by the location of the preceding paragraph.

Article 6 Preparation of documents such as the attendance book

The Company shall specify in the notice of meeting the time and place of reporting to the accepting shareholders, solicitors, and trustee agents (hereinafter referred to as shareholders), as well as other matters to be noted.

The reporting time of shareholders accepted in the preceding paragraph shall be at least 30 minutes before the start of the meeting; The check-in place should be clearly marked and appropriate personnel should be assigned to handle it; The video meeting of the shareholders' meeting shall be accepted and reported on the video conference platform of the shareholders' meeting 30 minutes before the start of the meeting, and the shareholders who have completed the registration shall be deemed to have attended the shareholders' meeting in person.

Shareholders and their proxies (collectively referred to as "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book for signing in by the attending shareholders or proxies appointed by the shareholders, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If the shareholders' meeting is held by video conference, and the shareholders wish to participate by video conference, they should register with the Company two days before the shareholders' meeting.

If the shareholders' meeting is held by video conference, the company shall upload the meeting manual, annual report and other relevant materials to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting, and continue to disclose until the end of the meeting.

Article 6-1 Convening a video meeting of the shareholders' meeting and convening matters to be included in the notice

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When the Company convenes a video meeting of the shareholders' meeting, the following matters shall be stated in the notice of the convening of the shareholders' meeting:

Shareholders' participation in video conferencing and the exercise of rights.
The handling methods for handling obstacles caused by natural disasters, accidents or other force majeure events to the video conference platform or video participation include at least the following matters:

(1) The time at which the meeting must be postponed or resumed, and if so, the date on which the meeting needs to be postponed or renewed, if so, if it is necessary to adjourn or resume the meeting.

(2) Shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the postponed or resumed meeting.

(3) If the video conference cannot be resumed, after deducting the number of shares attending the shareholders' meeting by video, the total number of shares attended reaches the statutory quota for the meeting of shareholders, the shareholders' meeting shall continue, and the number of shares participating in the shareholders' meeting by video conference shall be included in the total number of shareholders' shares present, and all the proposals of the shareholders' meeting shall be deemed to be abstained.

(4) Where the results of all motions have been announced, but no provisional motion has been made, the manner in which they shall be handled.

Hold a video shareholders' meeting and set out appropriate alternatives to shareholders who have difficulties in participating in shareholders by videoconference. Except for the circumstances stipulated in Item 6 of Article 44-90 of the Guidelines for the Handling of Shares of a Public Offering Company, at least shareholders should be provided with connecting equipment and necessary assistance, and the period during which shareholders may apply to the company and other relevant matters should be noted.

Article 7 Chair and Non-voting Participants of Shareholders' Meeting

If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman is also on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as the chair.

It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairman of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the shareholders' meeting minutes.

If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually elect a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.

Article 8 Documentation of a shareholders' meeting by audio or video

The Company shall continuously and continuously record the entire process of the reporting of shareholders, the process of meeting and the counting of votes from the time of acceptance of the reporting of shareholders.

The audio-visual materials in the preceding paragraph shall be kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law, it shall be kept until the end of the lawsuit.

If the shareholders' meeting is held by video conference, the company shall record and keep the shareholders' registration, registration, registration, questions, voting and the company's vote counting results, and continuously and continuously record and record the entire video conference.

The Company shall properly preserve the information and audio and video recordings in the preceding paragraph during the period of existence, and provide the audio and video recordings to the person entrusted with the video conference affairs for preservation.

If the shareholders' meeting is held by video conference, the company should record and record the background operation interface of the video conference platform.

Article 9 The attendance at the shareholders' meeting shall be calculated on the basis of shares. The number of shares present shall be calculated according to the number of shares reported to the signing book or the signed card and video conferencing platform, plus the number of shares exercising voting rights in writing or electronically.

The chair shall call the meeting to order at the appointed meeting time, and shall also announce information related to the number of shares having no voting rights and the number of shares represented by the attending shareholders.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned. ; If the shareholders' meeting is held by video conference, the Company shall also announce the streaming meeting on the video conference platform of the shareholders' meeting.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month. ; If the shareholders' meeting is held by video conference, and the shareholders wish to participate by video conference, they shall re-register with the Company in accordance with Article 6.

When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10 Discussion of proposals

Where a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda including extraordinary motions and amendments to the original proposals set out in the agenda. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except

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by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11 Shareholder speech

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chairperson shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

If the shareholders' meeting is held by video conference, the shareholders who participate by video conference may ask questions in text on the video conference platform of the shareholders' meeting after the chairman announces the opening of the meeting and before the announcement of the adjournment of the meeting, and the number of questions for each proposal shall not exceed two times, each time shall be limited to 200 words, and the provisions of Paragraphs 1 to 5 shall not apply.

If the question in the preceding paragraph does not violate the provisions or does not exceed the scope of the proposal, it is advisable to disclose the question on the video conference platform of the shareholders' meeting for public knowledge.

Article 12 Calculation of voting shares and recusal system

Voting at a shareholders' meeting shall be calculated based on the number of shares.

The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power

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represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.

When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the shareholders' meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders; meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail; except when a declaration is made to cancel the earlier declaration of intent.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of the vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. In addition, on the same day after the conclusion of the shareholders' meeting, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall have the identity of shareholders of the Company.

Vote counting for proposals or elections of a shareholders' meeting shall be conducted in public at the place of the shareholders' meeting. In addition, immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record shall also be made.

The Company convenes a video meeting of the shareholders' meeting, and the shareholders participating by video shall vote on various proposals and election proposals through the video conference platform after the chairman announces the meeting, and shall complete the voting before the chairman announces the end of the vote, and those who fail to do so shall be deemed to have abstained.

If the shareholders' meeting is convened by videoconference, the votes shall be counted in one lump sum after the chairman announces the end of the vote, and the voting and election results shall be announced.

When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6, and who wish to attend the physical shareholders' meeting in person, shall cancel their registration in the same manner as registration two days before the opening of the shareholders' meeting; If the cancellation is cancelled within the time limit, it can only

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attend the shareholders' meeting by video.

A person who exercises the right to vote in writing or electronically, does not revoke his expression of intent, and participates in the shareholders' meeting by video message, shall not exercise the right to vote on the original proposal or propose amendments to the original proposal or exercise the right to vote on the amendment of the original proposal, except for an interim motion.

Article 14 Elections

The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 15 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.

If a shareholders' meeting is convened by video, the minutes of the meeting shall record the time from and to the beginning of the meeting, the method of convening the meeting, the name of the chairman and the record, and the handling methods and circumstances of the obstruction caused by natural disasters, incidents or other force majeure events to the video conference platform or video participation.

In addition to the provisions of the preceding paragraph, the Company shall convene a video shareholders' meeting, and shall specify in the minutes of the meeting the alternative measures provided by shareholders who have difficulties in participating in shareholders by video.

Article 16 Public disclosure

The number of shares acquired by the solicitor, the number of shares represented by the proxy and the number of shares attended by shareholders in writing or electronically shall be clearly disclosed by the Company in the shareholders' meeting on the day of the shareholders' meeting in accordance with the prescribed format; If the shareholders' meeting is held by video conference, the Company shall upload the aforesaid information to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting and continue to disclose it until the end of the meeting. The Company shall convene a video conference of the shareholders' meeting, and when announcing the meeting, the total number of shares of the shareholders present shall be disclosed on the video conference platform. The same applies if the total number of shares and voting rights of shareholders present at the meeting is otherwise counted.

If matters put to a resolution at a shareholders' meeting constitute material information

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under applicable laws or regulations or under the Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

Maintaining order at the meeting place

Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.

When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

Recess and resumption of a shareholders’ meeting

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

Disclosure of Information by Video Conference

If the shareholders’ meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of each proposal to the video conference platform of the shareholders’ meeting after the voting is completed, and shall continue to disclose the meeting for at least 15 minutes after the chairman announces the adjournment of the meeting.

Article 20

Location of the Chairman and Recorder of Video Shareholders’ Meeting

When the Company convenes a video shareholders’ meeting, the Chairman and the Recorder shall be in the same place in China, and the Chairman shall announce the address of the place at the time of the meeting.

Article 21

Handling of Interruptions

If a shareholders’ meeting is held by video conference, the Company may provide a simple connection test for shareholders before the meeting, and provide relevant services immediately before and during the meeting to assist in handling technical problems in communication.

If a shareholders’ meeting is convened by videoconference, the chairman shall, at the time of announcing the meeting, separately declare that the date of the meeting shall be postponed or renewed within five days, except for the circumstances stipulated in Item 24-24 of Article 44-24 of the Guidelines for the Handling of Shares of a Public Offering Company, and if an obstacle occurs to the videoconferencing platform or participation by video conferencing due to natural disasters, events or other force majeure circumstances before the chairman announces the adjournment of the meeting, and lasts for more than 30 minutes, the provisions of Article 182 of the Company Law shall not apply.

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In the event of the preceding paragraph, the meeting shall be postponed or resumed, and shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the postponed or resumed meeting.

Shareholders who have registered to participate in the original shareholders' meeting by video message and completed the registration, and those who have not participated in the postponed or resumed meeting, the number of shares, voting rights and voting rights exercised at the original shareholders' meeting shall be included in the total number of shares, voting rights and voting rights of shareholders attending the postponed or resumed meeting.

In accordance with the provisions of Paragraph 2, when the shareholders' meeting is postponed or resumed, there is no need to re-discuss and resolve a motion that has completed the voting and counting of votes and announced the voting results or the election list of directors and supervisors. If the total number of shares attended by video meeting still reaches the statutory quota for the meeting of shareholders after deducting the number of shares attended by video conference, the shareholders' meeting shall continue without postponing or resuming the meeting in accordance with the provisions of Paragraph 2. In the event that the meeting should continue in the preceding paragraph, the number of shares present at the shareholders' meeting by video conference shall be included in the total number of shares of the shareholders present, but all the proposals of the shareholders' meeting shall be deemed to be abstained. If the Company postpones or resumes the meeting in accordance with the provisions of Paragraph 2, it shall handle the relevant pre-operations in accordance with the relevant pre-operations in accordance with the provisions listed in Item 7 of Article 44-20 of the Guidelines for the Handling of Shares of a Public Offering Company. During the period specified in the latter paragraph of Article 12 and Article 13.3 of the Rules for the Use of Power of Attorney for Shareholders' Meetings of a publicly offered company, and the second paragraph of Article 44-5, Article 44-15 and Article 44-17, Paragraph 1 of the Guidelines for the Handling of Shares of a Public Offering Company, the Company shall postpone or resume the date of the shareholders' meeting in accordance with the provisions of Paragraph 2.

Article 22 Handling of Discrepancy in Figures

When the Company convenes a video shareholders' meeting, it shall provide appropriate alternative measures for shareholders who have difficulties in attending shareholders by video. Except for the circumstances stipulated in Item 6 of Article 44-90 of the Guidelines for the Handling of Shares of a Public Offering Company, at least the shareholders should be provided with connecting equipment and necessary assistance, and the period during which the shareholders may apply to the company and other relevant precautions should be specified.

Article 23 These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

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【Appendix 2】

AMIA CO., LTD.
Articles of Incorporation

Chapter 1. General Rules

Article 1: The Company shall be incorporated under the Company Act, and its name shall be AMIA CO., LTD.

Article 2: The scope of business of the Company shall be as follows:

C801010 Basic Chemical Industrial
F107200 Wholesale of Chemical Feedstock
F207200 Retail Sale of Chemical Feedstock
CB01010 Mechanical Equipment Manufacturing
CE01010 General Instrument Manufacturing
CC01080 Electronics Components Manufacturing
CB01030 Pollution Controlling Equipment Manufacturing
C802120 Industrial and Additive Manufacturing
F113010 Wholesale of Machinery
F113030 Wholesale of Precision Instruments
F113100 Wholesale of Pollution Controlling Equipment
F119010 Wholesale of Electronic Materials
F107170 Wholesale of Industrial Catalyst
C801020 Petrochemical Materials Manufacturing
C801990 Other Chemical Materials Manufacturing
J101030 Waste Disposing
J101040 Waste Treatment
J101050 Environmental Testing Services
J101060 Wastewater (Sewage) Treatment
J101080 Resource Recycling
J101090 Waste Disposal
C802990 Other Chemical Products Manufacturing
CA01110 Smelting and Refining of Copper
CA01990 Other Non-ferrous Metal Basic Industries
F107990 Wholesale of Other Chemical Products
F401010 International Trade
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
C805010 Manufacture of Plastic Sheets, Pipes and Tubes
C805030 Plastic Daily Necessities Manufacturing
C801060 Synthetic Rubber Manufacturing
C801100 Synthetic Resin and Plastic Manufacturing
C801120 Manufacture of Man-made Fibers
C805020 Manufacture of Plastic Films and Bags
C805050 Industrial Plastic Products Manufacturing
C805060 Plastic Leathers Products Manufacturing
C805070 Reinforced Plastic Products Manufacturing
C805990 Other Plastic Products Manufacturing
I503010 Landscape and Interior Designing
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F111090 Wholesale of Building Materials

Article 2.1: The Company may provide guarantees to the external for business needs.

Article 3: The Company shall have its head office in TAOYUAN City, and when it is determined to be necessary, upon the resolution of the board of directors, branch offices may be established domestically or overseas.

Article 4: The public announcement of the Company shall be handled in accordance with the Article 28 of the Company Act and other relevant laws and regulations.

Chapter 2. Shares

Article 5: The total capital of the Company shall be NT$1,000,000,000, divided into 100,000,000 shares, at a par value of NT$10 per share, and for the unissued shares. The board of directors is authorized to perform share issuance at discrete times. For the capital described in the preceding paragraph, NT$30,000,000 may be reserved, and a total of 30,000,000 shares are reserved for the exercise of the subscription of the share subscription warrants, preferred shares with warrants or corporate bonds with equity warrants.

In case where the shares of the Company are subject to the condition for repurchase by the Company according to the laws, the board of directors is authorized to execute such repurchase according to the laws and regulations.

Article 5.1: The issuance of new restricted employee shares of the Company shall be approved by the shareholders' meeting through special resolution, and shall also comply with relevant matters specified by the Financial Supervisory Commission (FSC).

Article 6: (Deleted)

Article 7: The share certificates of the Company shall be in registered form, and shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. The printing of share certificates issued by the Company may be exempted; however, the shares shall be registered with the centralized securities depository enterprise institution, and shall be handled in accordance to the regulations of such institution.

Article 8: The suspension of share transfer registration of ordinary shareholders' meeting and extraordinary shareholders' meeting shall be handled in accordance with the regulation of Article 165 of the Company Act. In addition, any share transfer registration shall also be suspended five days prior to the record date for the distribution of dividends and bonuses or other interests determined by the Company.

Chapter 3. Shareholders' Meeting

Article 9: The shareholders' meeting shall be classified into two types: the ordinary shareholders' meeting and extraordinary shareholders' meeting. The ordinary shareholders' meeting shall be convened once per year, and shall be convened within six months after the end of each fiscal year. The extraordinary shareholders' meeting is convened according to the law whenever necessary.

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During the convention of the shareholders' meeting, video conference or other methods announced by the central competent authority may be adopted.

Article 10: Where a shareholder for any reasons cannot attend a shareholders' meeting in person, he/she/it may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney according to the regulation of Article 177 of the Company Act. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the "Regulations Governing the Administration of Shareholder Services of Public Companies" announced by the competent authority or other regulations.

Article 11: Each shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.

Article 12: Resolutions in the shareholders' meeting, unless otherwise specified for in the Company Act, shall be adopted by a majority vote in the meeting which is attended by shareholders who represent a majority of the total issued shares. According to the regulations of the competent authority, the Company's shareholders may exercise their voting rights in electronic form, and shareholders exercising their voting rights in electronic form shall be deemed to attend the meeting in person. All relevant matters shall be handled in accordance with the regulations.

Article 12.1: When cancellation of public offering is proposed at a shareholders' meeting for resolution, such resolution shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.

Article 13: Where the shareholder of the Company refers to only one corporate shareholder, the authorities of the shareholders' meeting of the Company shall be exercised by the board of directors, and the regulations related to the shareholders' meeting in these articles of incorporation are not applicable.

Chapter 4. Board of Directors and Committee

Article 14: The Company shall have seven to nine directors, and the Candidates nomination system shall be adopted for the election. The directors shall be elected by the shareholders from the candidate roster. The term of office of directors shall be three years, and directors are eligible for re-elections. In the roster of directors described above, the number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of directors. The independent directors' professional qualification, concurrent job position limitation, determination of independence, nomination and other necessary requirements shall comply with relevant laws of the Company Act and Securities and Exchange Act.

When the number of vacancies of the board of directors reaches one-third of the total number of directors due to any reasons, the board of directors shall convene a shareholders' meeting for re-election of directors to fill the vacancies. Except for the condition where full re-election of directors is held, the term office of new directors shall fulfill the original term of office until

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such term is matured.

Article 14.1: The election of directors of the Company shall adopt the single name registration cumulative election method, and each share shall have the voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The candidates with ballots representing greater number of voting rights shall be elected as the directors. Independent directors and non-independent directors shall be elected at the same time but on separate ballots.

When there is a need to revise such system, it shall be handed in accordance with the regulation of Article 172 of the Company Act, and the reason of convention shall describe and explain the main content of such revision.

Article 14.2: The Company establishes an audit committee pursuant to Article 14-4 of the Securities and Exchange Act to replace the supervisors, and the audit committee shall consist of all independent directors. The exercise of authorities, rules of procedure and other required compliance matters of the audit committee shall be handled in accordance with the Company Act, Securities and Exchange Act and other relevant laws as well as the audit committee charter of the Company. Upon the establishment of the audit committee, the originally elected supervisors shall certainly be discharged at the same time.

Article 14.3: The Company establishes the remuneration committee. The number of members, term of office, authorities, rules of procedures and the resources required to be provided by the Company for the exercise of authorities of the remuneration committee shall be handled in accordance with the Company Act, Securities and Exchange Act and other relevant laws as well as the remuneration committee charter of the Company.

Article 15: The board of directors shall consist of the Company's directors. The chairman shall be elected by a majority of the directors attending a meeting of the board of directors at which at least two-thirds of directors are present. The chairman shall represent the Company externally.

Article 16: In case the chairman is on leave or unable to exercise his/her functional duties for any reason, the person who acts on his/her behalf shall be appointed in accordance with the Article 208 of the Company Act. In case where a director cannot attend due to reasons, he or she may issue a power of attorney indicating the scope of authority for the reasons of meeting convention in order to appoint another director to act as a proxy for attending the meeting on his or her behalf, provided that the proxy shall only accept the appointment of one director only.

Article 16.1: After the public offering of the Company, board of directors' meetings shall be convened at least once quarterly. During the convention of a board of directors' meeting, notices indicating the reasons of convention shall be delivered to all directors seven days in advance; provided that in case of emergencies, such meeting may be convened at any time. The board of directors' meeting convention notices may be made in writing, facsimile, or electronic method.

Article 17: The remuneration of all directors shall be determined based on their participation level and value of contribution to the operation of the Company along with the consideration of the standard adopted in the domestic and

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foreign industries, and the board of directors is authorized to determine the remuneration of directors.

Article 17.1: The Company may purchase liability insurance for directors during their term of office, and the board of directors is authorized to determine the insurance coverage through resolution.

Chapter 5. Managerial Officers

Article 18: This company may appoint one General Manager, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Law. The General Manager, acting on the resolutions of the Board of Directors and the mandate of the Chairman, shall manage the company's business and represent the company externally within the scope of his/her authority. In fulfilling his/her duties, the General Manager shall attend the company's Board of Directors meetings, unless otherwise resolved by the Board.

Chapter 6. Accounting

Article 19: At the end of each fiscal year of the Company, the board of directors shall prepare the following:

Business report.
Financial statements.
Proposal for distribution of surplus earnings or covering losses, for submission to the ordinary shareholder’s meeting according to the law in order to request for approval thereof.

Article 20: (Deleted)

Article 21: When the Company has surplus earnings after closing of accounts of a fiscal year, amount shall be appropriated to pay tax and to compensate accumulated past losses first, following which 10% of such earnings shall be set aside as the legal reserve, and special reserve shall be appropriated and reversed according to the laws. Subsequently, if there is still remaining surplus earning, such remaining amount is then combined with the accumulated undistributed surplus earnings of the previous years as the distributable earnings, and the board of directors shall prepare and submit a proposal for distribution earnings to the shareholders’ meeting for resolution on the distribution of earnings.

The Company is currently under the business growth stage, and the Company’s policy on the distribution of dividends shall be determined based on the factors of the present and future investment environment, fund demand, securities market, domestic/overseas competition and capital budget etc. along with the benefits of shareholders, balance of dividends and financial planning of the Company. The distribution proposal is to be established by the board of directors each year, and the proposal is submitted to the shareholders’ meeting. For the distribution of shareholders’ dividends, the cash dividends distributed shall not be less than 20% of the total dividends, and the remaining of the distribution shall be made in the form of share dividends.

Article 21.1: The Company shall deduct the distribution of the employee remuneration and the director remuneration from the income before tax of the current fiscal year

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first, followed by covering the accumulated loss amount. When there is any remaining amount, appropriation shall be made according to the following:

Employee compensation: 1%~8%. Of the aforementioned employee compensation amount, no less than 30% should be allocated to grassroots employees for compensation, which can be in the form of stocks or cash.
Remuneration of directors: Not greater than 5%, and shall be in the form of cash.

The determination of the distribution ratio of the remunerations of employees and directors as well as the determination of the distribution of remuneration of employees in the form of shares or cash shall be executed in accordance with the resolution of a board of directors' meeting attended by more than two-thirds of all directors and the consent of a majority of the attending directors. In addition, a report to the shareholders' meeting shall also be made.

The subjects for receiving the remuneration of employees distributed in the form of shares or cash include employees of subordinate companies meeting certain specific criteria, and the board of directors is authorized to specify such specific criteria.

Chapter 7. Supplemental Provisions

Article 22: The total amount of external investments made by the Company may exceed more than 40% of the paid-in capital of the Company, and the board of directors is authorized to execute such investments.

Article 23: Any matter not specified in these Articles of Incorporation shall be handled in accordance with the regulations of the Company Act.

Article 24: These Articles of Incorporation were duly enacted were on October 9, 1989.

The 1th amendment was made on October 21, 1989.

The 2th amendment was made on May 4, 1994.

The 3th amendment was made on July 20, 1994.

The 4th amendment was made on September 22, 1994.

The 5th amendment was made on December 16, 2000.

The 6th amendment was made on May 21, 2001.

The 7th amendment was made on August 24, 2001.

The 8th amendment was made on December 16, 2002.

The 9th amendment was made on July 7, 2003.

The 10th amendment was made on July 5, 2005.

The 11th amendment was made on August 23, 2006.

The 12th amendment was made on August 15, 2008.

The 13th amendment was made on November 14, 2008.

The 14th amendment was made on May 12, 2009.

The 15th amendment was made on December 21, 2009.

The 16th amendment was made on June 6, 2011.

The 17th amendment was made on June 28, 2012.

The 18th amendment was made on June 26, 2013.

The 19th amendment was made on June 26, 2014.

The 20th amendment was made on June 24, 2015.

The 21st amendment was made on June 24, 2016.

The 22th amendment was made on June 22, 2017.

The 23th amendment was made on October 27, 2021.

The 24th amendment was made on May 24, 2022.

The 25th amendment was made on May 27, 2025.

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^{}[]【Appendix 3】

AMIA CO., LTD.

Procedures for Election of Directors

Initial Establishment on April 22, 2011
1st Amendment on March 28, 2014
2nd Amendment on April 2, 2015
3rd Amendment on October 27, 2021

Article 1
To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”.

Article 2
Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directors shall be conducted in accordance with these executing issuances.

Article 3
The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration, and shall establish an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

Ability to make operational judgments.
Ability to perform accounting and financial analysis.
Ability to conduct management administration.
Ability to conduct crisis management.
Knowledge of the industry.
An international market perspective.
Ability to lead.
Ability to make policy decisions.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors shall consider adjusting the formation of the board members based on the performance assessment results.

Article 4
The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the “Regulations Governing to the management of Independent Directors and Compliance Matters for Public Companies”, and shall be conducted in accordance with Article 24 of the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”.

Article 5
The elections of directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five, due to the dismissal of a director for any reason, the company shall hold a director by-election at the following shareholders’ meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of

incorporation, the company shall convene a special shareholders’ meeting within 60 days of the occurrence of that fact to hold a director by-election.

Where the number of independent directors falls below the number prescribed in the proviso of Paragraph 1 of Article 14-2 of Securities and Exchange Act, the Company shall hold a by-election at the most recent shareholders’ meeting. When all independent directors are dismissed, the Company shall convene an extraordinary shareholders’ meeting within 60 days from the occurrence of such event to hold a by-election for the independent directors.

Article 6
The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8
The number of directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring execution of counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10
A ballot is invalid under any of the following circumstances:
1. The ballot is not prepared by a person with the right to convene.
2. A blank ballot is placed in the ballot box.
3. The writing is unclear and indecipherable or has been altered.
4. The candidate whose name is entered in the ballot does not conform to the director candidate roster.
5. Other words or marks are entered in addition to the number of voting rights allotted.

Article 11
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 12
The board of directors of the Company shall issue notifications to the persons elected as directors.

Article 13
These Procedures shall take effect after the approval of the shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner.

91 -

【Appendix 4】

AMIA CO., LTD.

Shareholdings of Directors

In accordance with Article 26 of the Securities and Exchange Act, the Company's directors shall at least hold a total of 5,595,440 shares. As of March 29, 2026, the entire directors of the Company held 29,768,000 shares.
Shares held by Independent Directors are not counted towards the shares held by all directors.
The number of shares held by the directors of the company as recorded in the register of shareholders as of the closing date of the ordinary general meeting of shareholders is as follows:

Base date: March 29, 2026

Position	Name	Date when elected	No. of shares held at time of election		Number of shares held on the date when transfer is suspended
			Shares	Share-holding ratio	Shares	Share-holding ratio
Chairman	CHEN,KUO-CHIN	2023.05.24	6,000,000	8.51%	6,000,000	8.58%
Director	CHEN,MIN-HSIUNG	2023.05.24	4,001,000	5.67%	4,001,000	5.72%
Director	CHEN,YEN-HENG	2023.05.24	14,767,000	20.94%	14,767,000	21.11%
Director	CHEN,CHIU-HUNG	2023.05.24	5,000,000	7.09%	5,000,000	7.15%
Total directors (excluding independent directors)			29,768,000	42.21%	29,768,000	42.56%

Independent Director	HUANG,PEI-HUA	2023.05.24	0	0.00%	0	0.00%
Independent Director	WAN,QI-CHAO	2023.05.24	0	0.00%	0	0.00%
Independent Director	YANG,JIA-CHENG	2023.05.24	0	0.00%	0	0.00%
Independent Director	WU,BANG-HAO	2023.05.24	0	0.00%	0	0.00%
The total of all directors			29,768,000	42.21%	29,768,000	42.56%

Note 1: The total number of issued shares when the company elected directors was 70,518,000 shares; the total number of issued shares was 69,943,000 shares as of the closing date of the general meeting of shareholders.
Note 2: The Company has established an Audit Committee; the requirements for shareholding by supervisors are not applicable.

AI assistant

AMIA — AGM Information 2026

52742_rns_2026-04-24_4cacd495-5878-4614-8b20-aa834dedfc9b.pdf

AMIA CO., LTD.

2026 Annual Shareholders’ Meeting Meeting Agenda

Table of Contents

(5) The Company's 2025 Directors' Remuneration Report

(6) Amendment to the Company's "Code of Practice for Sustainable Development"

I. Introduction

II. Business Plan and Operational Implementation Accomplishments

III. Budget Implementation Status

IV. Analysis of Income, Expenditure and Profitability

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

AUDIT COMMITTEE REPORT

2025 Annual Corporate Governance Implementation Report

2025 Annual Directors' Remuneration Report

AMIA CO., LTD.

Sustainable Development Practices

Comparison Table of Amended Clauses

AMIA CO., LTD. Sustainable Development Practices

Chapter 1: General Provisions

Article 1

Article 2

Article 3

Article 4

Article 5

Chapter 4: Upholding the Public Interest

Article 18

Article 19

Article 20

Article 21

Article 22

Article 22-1

Article 23

Article 24

AMIA CO.,LTD.

Earnings Distribution Table

AMIA CO., LTD.

AMIA CO., LTD.

Acquisition or disposal of assets procedures

Article 1: Purpose

Article 2: Legal Basis

Article 3: Scope of Assets

Article 4: Definitions of related terms

5. Assessment of the Reasonableness of Transaction Costs

3. Internal Audit System

4. Periodic Assessment Methods and Handling of Abnormal Situations

5. Supervision and Management of the Board of Directors

7. Announcement Application Procedure

1. Methods and Reference Basis for Determining Transaction Consideration

2. Request experts to provide opinions

3. Decision-making levels

4. Submission of relevant documents and disclosure of information when the resolution fails to pass at the shareholders' meeting

5. Dates of Audit Committee, Board of Directors and Shareholders' Meetings

Article 18: Penalties

Article 19: Implementation

AMIA CO., LTD.

AMIA CO., LTD.

Rules of Procedure for Shareholders' Meetings

Article 11 Shareholder speech

Article 12 Calculation of voting shares and recusal system

Article 14 Elections

Article 16 Public disclosure

AMIA AGM Information 2026